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Return of the Spider Slayers.jpg
Series Spider-Man
Release Date February 11, 1995
Season Number 3 of 65
Episode Number 3 of 13
Writer John Semper, Jr.
Mark Hoffmeier
Director Bob Richardson
97 images

Continuing his father's legacy, Alistair Smythe builds a series of robots to hunt down Spider-Man for the Kingpin. However, Alistair wants more and targets every person he deems responsible for his father's death. Meanwhile, Peter Parker is set up on a blind date he doesn't want to go on.


Black Widow drops down out of the sky and flies through the buildings of New York City passing over the traffic below.

Meanwhile, people stand on a balcony overlooking the city.

Since he struck out with Felicia you'd think he'd be more open

Spider-Man is hanging above a pay phone talking with his Aunt May. He acknowledges that Anna Watson's niece probably has a very nice personality, but admits that he hates blind dates.

Black Widow scans the city and targets the building he is on.

With his mask half off, Peter relents agreeing to take out Anna's niece, but assures her it will just be the one time. He finishes and hangs up the phone.

Black Widow flies towards the building.

Can't win if you don't play

Spider-Man pulls down his mask and climbs up towards the top of the building. He tells himself that blind dates are like the lottery, the odds are so stacked against you it's crazy to think you could win the jackpot.

Just then, his Spider-Sense goes off. He looks around and leaps up in time to avoid twin grappling hooks that smash the statue next to him.

It's back and bigger than ever

He sees Black Widow hovering in the air above. The cables for the hooks go limp.

He lands on the roof and Black Widow hovers over to land. He recognizes the robot thinking he destroyed it months ago. He fires his webs wrapping Black Widow's legs.

Learned from the last one's mistakes

Black Widow activates energy in its fangs and cuts the webs apart. He realizes someone must have rebuilt it and wonders if Spencer Smythe is still alive.

Black Widow stomps towards him forcing the hero back. He turns and spots a microwave relay dish.

He too has learned

He climbs up the tower and moves the dish to point it towards Black Widow. As Black Widow approaches he hopes it "sizzles" its circuits.

The microwaves hit Black Widow and it begins shorting out. Energy courses through the robot as it drops to the ground.

Double the trouble

Spider-Man moves to check it out when suddenly the tower begins shaking. He looks down and sees another robot, only bigger. This blue robot is shaking the tower back and forth.

Spider-Man hangs on as the tower falls. It hits the ground and Spider-Man drops over the side of the building.

As he falls he notes it is good he reloaded his webbing and fires a strand. It connects with the tower but the metal beam breaks off.

Time for quick thinking

He tells himself to think fast as he continues his fall. With the ground fast approaching and only a few seconds left, he shoots another web hitting an emergency escape ladder.

He praises himself for hitting the dismount and lands in a restaurant. The patrons all stop and look at the intruding hero. He jokes that he didn't mean to drop in without a reservation.

One of the patrons tells him to look behind him. Spider-Man turns to see the blue larger robot flying down.

Coming in for the kill

The robot lands in the street forcing people to flee. It spots Spider-Man in the restaurant but he leaps away.

Spider-Man lands on the side of a building and swings away. The robot tracks his movements.

Making his move

Spider-Man swings over the robot and drops a small spider-looking device on its back. He notes that he doesn't know where this robot came from but thanks to his Spider-Tracer he will find out.

Spider-Man lands on an alcove and the robot follows. It readies a missile and fires. Spider-Man leaps away and the missile explodes behind him.

Elsewhere, a monitor shows the tracking of Spider-Man's movements. Alistair Smythe watches the monitors while sitting in the hoverchair that his father designed.

The men behind the curtain

Kingpin walks up wondering why the wallcrawler is still alive. Alistair reassures him that it won't be for long. He claims to have designed this operation perfectly and it is all going according to plan. He says he won't fail.

They watch Spider-Man leap out of the way and off the screen.

One man best not to let down

Kingpin tells him not to, as he is hard on employees who fail him. Alistair reminds him that his employment there is temporary. Kingpin walks over to a glass tube elevator. He reminds Alistair that this lab becomes his only if he destroys Spider-Man.

The doors close and Kingpin rises up.

Alistair watches him go. He notes that while it is Kingpin's money and lab the revenge will be his. He types on his chair's console.

Back on the rooftop, Black Widow suddenly reactivates and stands up.

Running out of room

Down in the street, the second blue robot approaches Spider-Man who is standing on a street lamp. He notes that he barely stopped Black Widow and wonders how he will stop this new foe.

The robot fires a beam and Spider-Man drops down. The beam hits the lamp freezing it. The lamp then breaks apart. Spider-Man notes it is a freeze ray.

He sees the robot turning the corner to pursue him. He jokes that this is enough to give even him arachnophobia.

Stuck between a hard place and a harder place

Spider-Man turns and watches Black Widow drop down into the street. He notes that it's back and wonders how he can deal with two Spider-Slayers at once. Both robots stomp towards him.

He leaps into the air claiming he has to start somewhere. The blue robot follows his movements. Spider-Man lands on a building's side and fires his webbing.

Putting one out for a while

The webbing sprays all over the blue robot's head coating it. It begins shaking its head around. Spider-Man prepares to fight Black Widow.

Just then, he hears a dog barking and sees a girl carrying one leaving a nearby building. The girl sees the "big bug" and tells her mother that she wants one.

The dog growls and barks then leaps out of the girl's arms. The girl calls out to the dog, Trooper. The mother drops her purse and runs after the dog.

This version will hurt innocent people

Trooper runs into the street and begins barking at Black Widow. The woman races forward and picks up the dog. However, Black Widow sets the woman in its sights and begins stomping towards her.

Spider-Man swings down grabbing the two. As they land, the woman notes the hero and he orders them away from there immediately. The three run into the building while Spider-Man returns to the street.

Closing in around him

Black Widow and the other robot, having gotten the webbing off its head, stomp closer to Spider-Man. He jokes that he should have taken his own advice.

The blue robot fires its freeze ray hitting Spider-Man. He cries out in pain and drops as ice covers his body.

This time the robot has the right one

Black Widow's chest opens and fires two grappling hooks. They latch onto the hero and begin pulling him back in.

As he's forced back, Spider-Man notes that if he gets out of this he will have to track Black Widow down as well. He reaches into his belt and pulls out another tracer attaching it to the hook.

Overpowered and outmaneuvered

The blue robot fires a canister hitting the ground near Spider-Man. A green gas is released and Spider-Man coughs as the gas engulfs the area.

Later, the two robots fly towards the Chrysler Building. A large hatch opens on the side and the two robots fly in and over Alistair.

Many would like to be in his position right now

Alistair activates types on his console. Black Widow hovers over a mechanical bed and drops Spider-Man. Alistair hovers over saying that he looks tame for a superhero.

Clamps come down and cushions extend capturing Spider-Man. Restraints move over his arms.

He loves it when a plan comes together

Alistair pulls out a cell phone and calls Mr. Jameson. He tells him that he has something that would interest him.

Later, Jameson has a blindfold and is led by one of Kingpin's men. He asks Alistair what is with the secrecy. Alistair greets his guest.

Jameson wonders where Spider-Man is. Alistair points to him saying there he is. The guard undoes the blindfold and sees the captured hero.

He is one man who would give anything for another five seconds here

Jameson smiles and walks over to him. He says he has waited a long time to see the masked figure apprehended. He moves in close intending to see who is under the mask. Spider-Man asks him when the last time he washed his hands was.

Jameson reaches for the mask when suddenly his arm is caught by a grappling hook. He turns and asks Alistair what is happening.

Spider-Man wasn't his only target

Alistair smiles as the two Spider-Slayers sit behind him.

Spider-Man jokes that it is obvious, Black Widow wants a mate and Jameson is the lucky guy.

Things are not adding up for him

Jameson reminds him that Alistair brought him there to witness Spider-Man's unmasking. Alistair admits he had an ulterior motive. He begins typing on his console.

Jameson is forced onto another mechanical bed and similarly restrained. The bed rises so he is next to Spider-Man.

Alistair continues typing and a mechanical arm carries over a device with a timer that is just under sixty minutes. The device attaches to the restraints of Jameson and Spider-Man's arms.

Green's the wrong color for either of them

Spider-Man jokes that he should take it back as it clashes with the colors of his costume. Alistair notes it is a perfect fit.

He says the manacles are indestructible and contain a powerful explosive that will detonate in less than one hour.

Spider-Man looks at the bomb then at Jameson joking that maybe he didn't deliver Alistair's paper this morning. Jameson asks if Alistair is nuts, and Spider-Man responds that he shouldn't have to ask.

Taking out all those responsible

Alistair claims that Jameson and Spider-Man's petty rivalries destroyed his father. He claims his father's only dream was to see him walk again and they shattered it.

Spider-Man reminds him that his father attacked him with a Spider-Slayer. Jameson retorts that Alistair was in on that whole deal. He wonders why Alistair doesn't put the bomb on him and leave him out of it.

Spider-Man jokes he should become a family therapist. Alistair yells at them that they are both responsible as well as their associates Flash Thompson, Eddie Brock, and Norman Osborn.

Jameson tells Alistair that if he releases him he will fund his research and set up a lab. Spider-Man retorts that he should forget it as Alistair isn't playing with a "full deck" and he should understand that.

A twisted view of gratefulness

Alistair claims that Jameson should be grateful. When Spider-Man dies he gets to share his fate.

Jameson asks Spider-Man if he can pry it off. Spider-Man jokes that Jameson wants a trial separation already and that while he understands it still hurts.

Alistair turns and floats away. He explains that the Spider-Slayers are programmed to take them away then eradicate those who helped destroy his father.

The blue robot activates and fires a missile at the two. It strikes between the two captured men and releases the knock out gas.

Getting plenty of rest

As the two start to pass out, Spider-Man jokes he will get more sleep than usual. The two slump down.

Later, the blue robot flies over the city. It descends over a roof then jerks the two off its back. The two crash down and the robot flies away.

Sleep with a headache

Spider-Man gets up rubbing his aching head. He looks over to see Jameson still out. He stands pulling Jameson up saying they don't have much time before the robots get the other three targets.

He pulls out his tracker and tunes it into the frequency. Jameson yanks on his manacle berating the hero for severely bruising his wrist.

Spider-Man tells him that coyotes caught in traps will chew through their own legs, and suggest Jameson try that. Jameson gets up and decides to sit down at the edge of the building asking what he'll do if he doesn't want to go anywhere.

Jameson doesn't get a vote here

Spider-Man grabs him by the jacket and lifts him up. He says that until he can figure out how to get the bomb off them Jameson is going along for the ride.

It's like an amusement park ride

He puts the editor under his arm and looks over the street below. He shoots a webline ordering him to fasten his safety belt. Spider-Man leaps off and swings away while Jameson screams.

Elsewhere, Flash and Felicia Hardy stand outside a building. Flash tells her he had a great time. While digging through her purse, Felicia said it was because he was with her.

Poor timing

Flash moves in for a kiss when the younger Osborn comes out the door behind him. He greets the two as he walks by. Felicia says high to Harry.

Harry asks his buddy how it is going. Flash responds that it's great but would be better if Harry left. Harry realizes what he means and goes to leave. A whine is heard approaching.

Even worse timing

Flash once more moves in for a kiss. Harry stops and calls out to Flash. Getting angry, Flash wonders what it is and then stops as he sees Black Widow descending upon them.

Black Widow spots Harry and moves its head. Felicia asks Flash if this is another one of his gags as the robot closes in on them.

Black Widow fires acid from its head. Flash grabs Felicia and runs before it lands on the wall behind them eating away at the side.

Had some time to become more heroic

He pushes her in one direction and flees in the other saying that it is after him again. Black Widow moves and tracks him as he runs. He cries out for help while fleeing down the street.

Captured once again

The grappling hooks come out and fire. Black Widow tracks him as the hooks fly through the air and wrap around his legs. Flash slams into the ground and is dragged backwards. He wonders why bugs have a thing for him.

Spider-Man and Jameson swing in and land on Black Widow's back. The webslinger says they got there just in time.

Just then, Black Widow activates lasers on its fangs. Spider-Man notes this is just what he needs. Jameson thinks he is crazy as he is forced to crawl forward with the hero and asks what he is doing.

Getting one of them to safety

Spider-Man reaches the bomb down towards the lasers saying he is cutting the ties that bind. Spider-Man maneuvers the attachments to Jameson into the lasers cutting him off.

Jameson flies off the robot and lands on the ground next to Flash who is getting the cables off his legs. Spider-Man orders them to run while he keeps Black Widow busy. The robot thrashes its head around.

He spots a crane nearby. He fires a webline and pulls the hook towards him.

These two are out of their depths anyways

Jameson gets up and pulls Flash with him. He suggests letting the bugs fight it out and says they have to make some calls.

Got a plan of his own

Spider-Man hooks the hook onto Black Widow's leg. He leaps off and gets into the control booth. Black Widow turns to walk away but is pulled back by the crane.

Spider-Man jokes that he hopes no one wants to see his union card or his exterminators license. He pulls Black Widow up by the leg.

Hard on the outside, but still vulnerable on the inside

He swings the crane slamming Black Widow into the side of a building. The building cracks apart and Black Widow slams into the ground powering down.

Spider-Man crawls out of the booth knowing it had to have stopped it.

Black Widow's eyes flash then finally shut down.

Later, people are chattering away outside the building looking at the crane, damaged building, and defeated robot.

On the phone, Jameson tells Robbie to get a crew down to ESU right way. He also wants to know where Eddie is.

Showing some concern for the big lug

Inside, Felicia comforts Flash. Nearby, Jameson talks on the pay phone while Harry watches. He tells Robbie that he doesn't want to rehire Eddie. Harry interrupts saying he needs to call his father.

Not the least bit cocky

At OsCorp Industries, Norman talks with Jameson asking what he can do for him as he sits at a console looking at the monitor. Jameson tells him there is another Spider-Slayer. Norman smiles saying he can handle it and hangs up.

He dials a number and orders the person to get him security.

Elsewhere, cars pass by an office building.

Inside, a man tells Eddie that Jameson at the Bugle said he was fired for being bad news. Eddie defends himself saying it is a lie and he was set up by Spider-Man. He tells the man that he just needs a chance to defend himself.

His luck is turning around

The man tells Eddie he is lucky as he needs a reporter. He tells Eddie to stay out of trouble. Eddie shakes his hand thanking him and saying he won't get trouble from him.

Just then, the side wall bursts open and the blue robot enters. The people inside flee from the intruder while others can only stare.

Professional espionage

The robot stomps its way through the offices causing everyone to run. He looks around. Eddie notes it is another Spider-Slayer. He quickly shuts the door to the Editor-in-Chief's office.

People run as the robot makes its way through the building. Eddie and the editor back away from the door as the robot approaches.

Eddie's luck turns around once again

It eventually bursts through the door destroying the wall. It targets Eddie and the editor and readies one of its weapons. It fires but the two men run out of the way, the laser blast destroying the area behind them.

On the ground, Eddie wonders why it is after him. The robot stomps forward after Eddie.

Eddie bursts through the front doors onto the street. He looks around then sees the robot smash through the doors behind him.

He just can't catch a break

Eddie runs out into the street, narrowly dodging a car that screeches to a halt. The robot breaks apart a street lamp then stomps over that car and another that crashed.

High on a nearby ledge, Spider-Man sees Eddie run across an intersection followed by the robot. He notes that the Spider-Slayer found its next target. He looks at the bomb still attached to his arm with forty-eight minutes left.

Protecting those who hate and fear him

He notes that it's his lucky day as he gets to save Eddie and still get blown to bits. He fires a webline and swings down.

Someone needs to look beyond himself

He swoops into the street and picks up Eddie. He lands far away and sets the reporter down. Eddie accuses Spider-Man of not stopping till he's ruined. Spider-Man tells him to use his head as he's trying to save his life.

He fires a web and swings in front of the robot. It raises an arm and brings it down into the building behind Spider-Man. It brings it down again but Spider-Man catches it. He notes it is stronger but not smarter.

Bigger but not better

He looks around and spots an electrical box nearby. He moves the arm into the box and the electricity courses through the robot.

The robot shakes then finally collapses. He watches as the eyes finally shut off.

Talk about temporary employment

The editor walks out through the large hole where his front door was. He looks around noting how his office and his newspaper are wrecked. He points to Eddie saying Jameson was right and fires him.

The third step in the path to villainy

As he walks away, Eddie shakes his fists saying Spider-Man has done it again. He sees the webslinger swinging away and swears to get even with him if its the last thing he does.

Back at the Chrysler Building, mechanical arms weld at another robot. When finished they move away.

His work isn't finished yet

Alistair hovers over to the large green robot. He grins as he types saying his master work is done. The robot's eyes begin glowing.

It stomps forward and Alistair watches it leave.

Scorpions are a natural enemy to spiders

The building's side hatch opens and the robot stomps out onto the platform. The jets underneath activate and it flies off into the air and over the city towards a bridge.

Throwing up the defenses

Outside OsCorp, tanks roll out in front of the building. The massive entry gate opens and the tanks roll through. Guards watch from a tower high above and the door closes again.

The guards look out and one wonders why the robot tanks were called out. The other guard looks up and sees the green robot approaching. He points to it saying that is the reason.

The robot swoops down and fires a massive blast from its mouth. The tanks fire upwards but one by one they are each destroyed by the Spider-Slayer's beam.

Rent-a-cops aren't much use in this situation

The robot swoops down on the guard tower and the guards flee. They race out of the tower down the stairs. The robot fires and the tower blows up.

More tanks roll forward and fire into the sky. The robot fires down on them.

Day's not over yet

Spider-Man crawls up a tower noting that it sounds like something is attacking OsCorp. He looks up to see the third Spider-Slayer flying around firing and notes that it answers his question.

He realizes it is the biggest Spider-Slayer yet and he has only minutes left. He looks down at the bomb and sees it ticking away at forty minutes.

He leaps off and swings away. He lands and runs off.

So much for his defenses

In his control room, Norman watches Scorpion fire and his tanks blowing up. He picks up a microphone ordering the launch of the helidrones.

A hatch opens up and helidrones fly out. Spider-Man crawls on a nearby roof noting he should never crash one of Norman's parties. He then leaps down.

His offenses are doing rather well

Alistair watches on his monitors as the helidrones attack. He grins as he types.

Back at ESU, photographers surround Black Widow. The cameras' flashes going off illuminate the area. Jameson approaches reassuring them that it's harmless now.

Alistair continues typing.

Lured into a false sense of security

Suddenly, Black Widow's fangs snap and its eyes glow. The reporters back away as stands. The jets activate and it flies off.

Meanwhile, police surround the blue robot. They cautiously approach while more police cars pull up behind them.

Alistair types some more.

More than meets the eye

Just like Black Widow, the blue robot's fangs snap and the eyes glow. The police scatter as it too stands and flies off.

Back at OsCorp, the battle continues to rage. Spider-Man swings down to the hanger door. He tries firing but nothing comes out, and he realizes he is out of web fluid.

He figures it's a good time to change cartridges and reaches into his belt for fresh ones. He loads them into his web shooters.

Stronger together

The green robot lands and helidrones fly by firing at it but missing. More tanks drive up. Suddenly, the blue robot and Black Widow fly in. The blue robot lands atop the green one wrapping its legs around. Black Widow lands on top forming one gigantic robot. Each upper robot attaching itself with its legs to the lower.

The Spider-Slayers stomps forward. The tanks come to a stop and fire. The Spider-Slayer walks up and each individual robot fires at the tanks below. Each tank blows up in a massive explosion.

Powers combined

The Spider-Slayers backs away then spots the helidrones above. The three robots aim upwards and fire. The helidrones also explode one by one under the barrage of fire.

Spider-Sense should be going off soon

Back at the hanger door, Spider-Man wonders if he should deal with the bomb or the mechanical monster first. Behind him, the Spider-Slayers hover down.

They target him. He turns and sees the three staring at him. He jokes the decision was already made and leaps down. The Spider-Slayers fire blowing up the roof where the hero previously was.

Smoke billows up into the sky from the destroyed rooftop.

His plans are coming to fruition

Alistair grows angry and looks through a pair of binoculars. He sees the smoking OsCorp building across the river. He notes it is the end of Mr. Osborn's place of business. He grins and taps his fingers together.

Back at OsCorp, Norman runs out of the building into his car. He straps on his seat belt, grabs the keyes and starts the ignition. Just then he hears the sound of the Spider-Slayers.

Wrong place, wrong time

He looks up as it comes down tracking him. He watches it near his car and steps on the throttle. The tires squeal as he races off. The Spider-Slayers fire but he moves away in time to escape the explosion.

The Spider-Slayers continue firing destroying the facility. Norman races through the gate and lifting the car onto two wheels as he races around the corner.

A literal ticking clock

Inside the burning building, Spider-Man lays on some debris then gets up. He brushes himself off noting how close that was but he's still alive. He looks at the bomb seeing that there are fifteen minutes left.

Spider-Man looks around then sees a tank of liquid oxygen. He leaps over the debris towards the tank. He sees a nozzle and notes how the liquid is almost two-hundred degrees below centigrade.

Freed from that albatross

He opens the nozzle pouring the liquid onto the manacle. He theorizes that it should affect the manacle like the freeze ray did for the street lamp. He struggles and the manacle bursts apart freeing him from the bomb. He jokes that it is an example of better living through chemistry.

He sees the timer tick down to eleven minutes knowing he has to move fast. He decides to take the "play thing" with him and shoots a web.

He swings onto the roof and sees the Spider-Slayers moving towards the bridge. He watches as the robots are silhouetted against the moon. He races forward.

The Spider-Slayers fly over one of the bridge's towers.

Spider-Mans swings through the buildings towards the bridge.

Closing in on him

They fly down just above Norman's car. They race forward as Norman drives then lower themselves to land directly in front of him.

Norman is shocked and slams on his brakes. The car fishtails as it screeches forward crashing against the green robot's massive claws. He passes out, falling on his steering wheel so the horn blares.

Saving the day in the nick of time

Spider-Man lands nearby and moves forward. He opens the door and pulls Norman back saying it is the worst possible time for a nap.

The green robot's claw moves up as it tracks Spider-Man pulling Norman out and putting him over his shoulder. The claw comes down destroying the car. Spider-Man carries Norman away.

Making a run for it

The Spider-Slayers toss the car over the side, rear up, and race forward. Spider-Man runs forward and dodges out of the way of a blast. The Spider-Slayers fire at them but Spider-Man continues to dodge.

He reaches a tower and climbs upwards. He reaches the top and sets Norman down. He tells the unconscious man to stay there while he delivers a present. He looks at the bomb ticking away to five minutes.

Spider-Man leaps forward and stops at the edge. The Spider-Slayers fly upward and target him. Spider-Man suggests they play tag and the robots are it.

Looking even bigger than before

The Spider-Slayers fire down at him and the hero races over the side. The three robots look around for him. They look straight down but see no one then move around the tower.

Spider-Man hands on the side of the tower under the overhang.

The Spider-Slayers move through the center of the tower and continue looking around. Spider-Man crawls down noting that they are perfectly in the right position.

It worked for him before

Spider-Man leaps down onto Black Widow's head and the Spider-Slayers toss around. He decides to borrow someone else's phrase and yells that it's clobberin' time.

He tosses the bomb onto the underside of Black Widow and notes it is a bullseye. He then leaps off the robots onto the tower.

An end to the ordeal

He turns and watches as the bomb goes off. The massive explosion completely destroys Black Widow and the blue robot.

The smoking green robot starts floating down then latches onto the side of the bridge. The eyes power down its grip eventually loosens.

The massive robot crashes into the river below. Smoke still rises from the depths before stopping entirely.

Norman's not a good man but he still needs to be saved

On the bridge, the rest of the robots burn in a massive fire. Spider-Man leaps down with Norman in tow. He sets him down thinking about how he's never liked Norman but hopes he is okay for Harry's sake.

He leaps away and Norman sits up groaning. He looks around shocked wondering how this happened.

Back at the Chrysler Building, Alistair sees the smoking debris through his binoculars. He laments the loss of his beautiful machines.

Forced employment

Alistair turns and moves back inside. Kingpin approaches reminding him they had a deal. He tells Alistair that he will work for Kingpin until Spider-Man is destroyed. The crime lord turns and walks away.

Trapped in more ways than one

Alistair turns towards the hanger door as it rises. As its shadow closes over him he notes there is nothing left.

The day is saved even if the outfit isn't

Spider-Man sits on a ledge looking out towards the bridge with the smoke still rising. He thinks about what a night it has been since he is battered, bruised, and his costume is torn. He looks at his arm where a hole has formed.

He shoots a web and swings away. He thinks about how life never seems to have any reward for him.

Later at his house, Peter sits in his room at a sewing machine. He works on his costume noting that the worst part of a secret identity is that he can't ask anyone to sew for him.

Worse things in life than a blind date

Aunt May calls to him through the door saying he better get ready for his date with Mary Jane Watson. Peter realizes he completely forgot his blind date. He laments that maybe he should have let Alistair's bugs "eat" him.

He goes to his door and fakes a cough. He tells May that he isn't feeling too good. She feels his forehead and says he does feel warm. She then notes that Mary Jane will be there any minute.

He's going to end up eating those words

Just then the doorbell rings. May smiles saying that is her. He tells Peter to answer the door. Peter relents and asks for last meal and walks away. May scowls at him.

Maybe blind dates aren't so bad afterall

Peter opens the door and is shocked. He sees a gorgeous redhead standing there. Calling him tiger, she tells him he just hit the jackpot. A grin spreads across his face.


"Yeah, I'm sure Anna Watson's niece has a very nice personality, Aunt May. But I hate blind dates...Okay, Aunt May. If it'll make you happy you can tell Ms. Watson that I'll take her niece out. Okay, but just this one time...Yeah, okay. Bye."


"Blind dates are like the lottery. The odds are so stacked against you, you're nuts if you ever expect to hit the jackpot."


"This outta sizzle your circuits."


"Another one! And it's bigger!"


"Didn't mean to drop in without a reservation."


"The wallcrawler is still alive?"
"Not for long. I've designed this operation perfectly. And it's going according to plan. I won't fail."
"Let us hope not. I'm rather hard on employees who do."
"Remember, my employment here is a temporary arrangement."
"And you'll remember this lab becomes yours if and only if you destroy Spider-Man."

-Kingpin and Alistair Smythe

"It may be Kingpin's money and Kingpin's lab, but the revenge for what happened to my father will be mine."

-Alistair Smythe

"I barely stopped the Black Widow. How am I going to stop you?"


"This is enough to give me arachnophobia."


"Mommy look. It's a big bug. I want one."

-Little Girl

"Get outta here! Hurry! Ah man, I should've taken my own advise."

-Mother and Spider-Man

"He looks rather tame for a superhero."

-Alistair Smythe

"Well, whatta know. I've waited a long time to see you apprehended. Now let's see who's under that mask."
"Hey, hold it. When was the last time you washed your hands?"
[Black Widow captures Jameson]
"Hey! What gaives Smythe?"
"It's obvious. It wants a mate. And you're the lucky guy."

-J. Jonah Jameson and Spider-Man

"Oh no no no. Take it back. It clashes with the color of my costume."

-Spider-Man about the bomb

"Hey, don't look at me. Maybe you didn't deliver his paper this morning."


"What are you? Nuts?"
"You have to ask?"
"You and your webslinging friend's petty rivalries destroyed my father. His only dream was to see me walk again. A dream you both shattered."

-J. Jonah Jameson, Spider-Man and Alistair Smythe

"You were in on that whole deal. Why don't you attach yourself to his bomb and leave me out of it?"
"Ever thought about becoming a family therapist?"

-J. Jonah Jameson and Spider-Man

"You hate a lot of people, Smythe. Must be rough around the holidays."
"If you let me go I can fund your research, set up a lab."
"Forget it, J.J.. He's not playing with a full deck. You should understand that."

-Spider-Man and J. Jonah Jameson

"You should be grateful, Jameson. When Spider-Man meets his demise you'll have the privilege of sharing his fate."

-Alistair Smythe

"Can't you pry this thing off?"
"You want a trial separation already. I understand, but I'm hurt."

-J. Jonah Jameson and Spider-Man

"Look at this. You're severely bruising my wrist."
"Coyotes caught in traps chew through their own legs. You could try that.

-J. Jonah Jameson and Spider-Man

"Okay, smart-mouth. What if I decide to sit here and not go anywhere."
"Look bright eyes! Until I can figure out how to get this bomb off of us you're coming along for the ride. So fasten your safety belt."

-J. Jonah Jameson and Spider-Man

"I had a great time tonight, Felicia."
"Naturally, you're with me."

-Flash Thompson and Felicia Hardy

"So, how's it going, buddy?"
"Great. But it'd be a lot better if you made yourself scarce."

-Harry Osborn and Flash Thompson

"Is this another one of your gags, Flash Thompson?"

-Felicia Hardy

"Why do these bugs have a thing for me?"

-Flash Thompson

"You're crazy. What're you doing?"
"Just cutting the ties that bind."

-J. Jonah Jameson and Spider-Man

"Come on kid. Let the bugs fight it out."

-J. Jonah Jameson

"I hope nobody wants to see my union card. Or my exterminator's license."


"Jameson at the Bugle tells me he fired you because you're bad news, Brock."
"It's a lie. I'm telling you I was set up by Spider-Man. Look, all I need is a chance to prove myself."

-Editor in Chief and Eddie Brock

"Another Spider Slayer! Why is it after me!?"

-Eddie Brock

"You! You just won't stop until you ruin me, will ya!?"
"Use your head for once Brock. I'm trying to save your life."

-Eddie Brock and Spider-Man

"This thing's stronger than me. But fortunately it's not smarter."


"My office. My newspaper. Wrecked. Jameson was right. You're fired." [Walks away]
"Oh no. No! He's done it to me again!" [Sees Spider-Man] "I'll get even with you! I'll get even if it's the last thing I do!"

-Editor in Chief and Eddie Brock

"My master work is done."

-Alistair Smythe

"Why'd they call out these robot tanks?"
"I think that's the reason."

-Security Guards

"Remember to never try to crash one of Osborn's parties."


"Don't worry. It's harmless now."
[Black Widow activates and flies away]

-J. Jonah Jameson

"So much for Mr. Osborn's place of business."

-Alistair Smythe

"Liquid oxygen. Hmm. This stuff's almost two-hundred degrees below zero centigrade. It oughta affect these manacles the same way the freeze ray worked on that street lamp." [Breaks bomb off] "Ah, another example of better living through chemistry."


"You stay here, Norman. I got a present to deliver."


"Hey, rivet head! Let's play tag! You're it!"


"I'd hate to borrow someone else's line, but IT'S CLOBBERIN' TIME!"

-Spider-Man, quoting Thing

"I've never liked Osborn that much. But for Harry's sake, I'm glad he's okay."


"My machines. My beautiful machines."

-Alistair Smythe

"A deal's a deal, Smythe. You promised me you'd destroy Spider-Man. You work for me until you do."


"There's nothing left."

-Alistair Smythe

"What a night. I'm battered, bruised, and to top it off my costume's torn. And what do I get for all my troubles? Nothing! Life never seems to have any big reward for me."


"Worst thing about a secret identity is that you can't ask anyone to do your sewing."

-Peter Parker

"Peter, I hope you're getting ready for your date with Mary Jane Watson tonight."
"My blind date. I completely forgot. Ah, why didn't I just let Smythe's bugs eat me?"
[Peter opens the door]
"*Cough cough* I'm not feeling too well Aunt May."
"Well, you do feel warm. But she'll be here any minute."
[Doorbell rings]
"That's her. Go answer the door, Peter."
"Sigh. Don't I get a last meal?"

-Aunt May and Peter Parker

"Face it, Tiger. You just hit the jackpot."

-Mary Jane Watson, first line


  • The man with a date on the balcony resembles Randy Robertson.
  • To put Spider-Man's early comment into perspective, the odds for winning the lottery depend on a number of factors but one popular estimate puts it at one in fourteen million. Conversely, the odds of being struck by lightning is one in nine-hundred sixty thousand.
Wonder what the letters stand for
  • In the shot where the Spider-Tracer drops onto Tranatula, there are the letters TSS on Tarantula's back.
  • The bomb starts off at 59:55. It's 56:23 just before Smythe knocks them out. It's 48:08 when Spider-Man finds Tarantula chasing Eddie. It's 40:01 when he first sees Scorpion. It's 15:00 when he sees the liquid oxygen. It's 11:02 after Spider-Man tears it off him. It is 5:02 when Spider-Man sets Norman down on the tower.
  • There are controls on the bomb. From left to right the symbols are a circle, left arrow, right arrow, square, and rectangle. The first four resemble controls for a VCR.
  • According to the clock inside the ESU building, it is exactly 10:00 when Spider-Man defeats Black Widow.
  • There is a water tower on the building across the street from where Eddie looks for a job.
Looks a lot like Jameson's actor
  • The editor Eddie is trying to get a job from resembles the real life Edward Asner, who plays Jameson, though with a beard.
  • Where Eddie is trying to get a job is not stated. It could be the New York Post, a rival paper mentioned in "Venom Returns".
  • The editor has a coffee maker in his office.
  • From the overhead shot of the Tarantula chasing Eddie, it can be seen that the robot is roughly as long as a two lane street is wide.
  • Black Widow, Tarantula, and Scorpion happen to be names of Marvel Comics characters outside of the Spider-Slayer inspirations. Two are villains to Spider-Man while one has at times been antagonistic towards him. Black Widow is a spy who has fought against and alongside Spider-Man and appeared in the comic book tie-in to The Avengers: United They Stand. Tarantula is the name of two characters who have fought Spider-Man. Scorpion is a Spider-Man villain who would later make recurring appearances on the show starting with "The Sting of the Scorpion".
The toys are revealing
  • Merchandise call the three combined Spider-Slayers the Tri-Spider Slayer. While this name was made up for the toys and no present in the comics, Spider-Man did fight a robot called the Tri-Sentinel, three Sentinels combined by Loki.
  • The car Norman drives looks like a Mercedes-Benz. Either the W126, W124, or W202.
  • "Better Living Through Chemistry" is a catchphrase coined by the DuPont conglomerate. It since entered the public lexicon achieving widespread use.
  • The design of the bridge likely makes it the Manhattan Bridge. The Brooklyn Bridge is the one nearby. These are the only two suspension bridges that are close enough as shown here.
  • Norman's license plate reads "OSBORN 19727".
  • Scorpion has a missile launcher on the tip of its tail, though it doesn't use it.


  • How did Spider-Man not hear the jets from either Black Widow or Tarantula as they approached?
  • A tracking device that glows bright blue when activated would be easily noticeable.
How would people not notice this?
  • Kingpin has presumably the worst hideout possible. How can there be no one noticing giant robots flying in and out of a large hanger on the side of one of the most iconic skyscrapers in the world?
  • Spider-Man falls onto Alistair's bed in an unnatural way. He is carried with his back up but lands on his back with his arms perfectly in place to be restrained.
  • Why would Alistair give Spider-Man and Jameson an hour to live? If he really wanted them dead he could have given much less time than they could get the bomb off.
  • As the bomb moves into position on the mechanical arm it goes from 59:55 to 59:56. This happens again when Spider-Man finds Tarantula chasing Eddie, going from 48:08 to 48:09.
  • Alistair claims that the manacles are indestructible. He is either exaggerating, overly sure of himself, or made them out of adamantium. Given that lasers and liquid oxygen broke them they could not be adamantium.
Some animator forgot to erase some lines
  • When Alistair explains his plans to Jameson and Spider-Man there is a single shot where there are dotted lines down the middle of his hoverchair. Probably lines from an earlier stage of animation that were not removed.
  • When Alistair turns after attaching the bomb his hoverchair is extra wide.
  • When Tarantula drops off Jameson and Spider-Man the two are facing opposite directions, meaning Spider-Man is on his stomach while Jameson is on his back. However, the cords holding the bomb to them are not twisted.
  • The bomb is attached to the manacles so the timer is facing towards their underarms but after Tarantula drops them off the timer is facing the other direction.
The thickness suddenly increase mid-flight
  • When Jameson complains about Spider-Man bruising his wrist, the manacle is attached to the bomb with one large tie, instead of the two smaller ties shown every other time. When Spider-Man finds Tarantula the tie is the two smaller and one large one together.
  • Considering what the first Black Widow did to her party, it seems rather strange that Felicia would consider the second, an exact duplicate of the first, to be a gag perpetuated by Flash Thompson.
  • How Flash was able to get released from the cables is never shown or mentioned. He just does it.
  • How did Jameson get out of the manacle and so quickly?
  • When Spider-Man is climbing into the crane's control booth, the bomb is on the wrong arm. That is because it is a reverse shot, played backwards, of the later shot when he exits the booth.
Not very common knowledge
  • How does Spider-Man know how to operate a crane?
  • How did Eddie get around Tarantula and out of the office?
  • The knockout gas must not have been very potent as Spider-Man is knocked out, finds Black Widow, defeats it, and finds Tarantula in about ten minutes time. Defeating Tarantula and heading to Oscorp took just another ten minutes.
  • When the Scorpion lands to combine with the other two, several helidrones fly by and fire but miss. Very sloppy programming considering the Scorpion isn't moving at all.
  • Urban development must be very fast in New York City. A few months ago in "The Spider Slayer", Alistair sat on a barren cliff overlooking the ruins of OsCorp but when looking through the binoculars the facility is surrounded by buildings on flat ground.
  • Alistair sees a figure 8 outline when looking through the binoculars. While popular in movies and television, in reality the outline would be one circle.
  • Someone running for their life away from a giant robot attack probably wouldn't take the time to buckle their seatbelt before driving away. Even if Norman was being safety conscious he would do it on the way.
  • When the three Spider-Slayers are shooting at Norman's car, there is a single frame of a robot tank superimposed over the slayers shooting.
  • As Spider-Man tears the manacle off his arm the cracks disappear shortly after forming.
  • After Norman crashes, the Spider-Slayers just stand there doing nothing and watch Spider-Man save him.
For such a massive robot it casts almost no shadow
  • When the Spider-Slayers rear up, there are shadows under the cars and legs but not under the main body.
  • The bomb is ticking down faster than it should as it goes past 5:00, with the seconds passing quicker than a real-time second.
  • The angle that Alistair views the Manhattan and Brooklyn Bridges are wrong for where the Chrysler Building is in relation.
  • In reality, the Brooklyn Bridge has only two towers while the one here has at least three.
  • Spider-Man seems to be making more problems for himself. There is no rip in his costume before he says so. And when he pulls on it there's a distinct ripping noise heard.
  • While Alistair continues to help Kingpin try to destroy Spider-Man throughout the series, he apparently gives up on Eddie, Flash, Jameson, and Norman despite blaming them all equally here. He only goes after Norman in "The Ultimate Slayer" ignoring him all other times.


  • Spider-Man says he destroyed the first Black Widow months ago, giving a time period between this and "The Spider Slayer".
  • Only appearance of the Black Widow II, Tarantula, and Scorpion, though they would all appear in flashbacks.
  • The second and third robots are not named. The blue one is Tarantula while the green one is Scorpion.
First of many times for those little bugs
  • The first time Spider-Man uses a Spider-Tracer.
  • First appearance of the Empire State Building's side hanger doors.
One time villainy, long time helper
  • The only episode in which Alistair is clearly the main villain. In other episodes his actions would be more as the Kingpin's minion rather than doing anything purely of his own accord.
  • In the X-Men episode "Night Of The Sentinels, Part One" a little boy spots a Sentinel attacking the New Salem Mall and says he wants one, just as the little girl does with the Black Widow.
  • First time the word superhero is used in the series.
  • Harry Osborn is given a first name.
  • The first episode where Eddie Brock does not do anything malevolent to anyone else. Here he is simply trying to find a new job, everything bad that happens is not his direct fault.
  • Eddie Brock is fired from his second job, though technically he didn't officially have it. This would be another part of his path towards becoming Venom in "The Alien Costume, Part Two".
  • Spider-Man jokes that he shouldn't crash one of Osborn's parties. In "Turning Point", Peter goes to a party that is crashed by Green Goblin, Norman himself.
Would also be seen a lot


Main Actor Role(s)
Christopher Daniel Barnes Peter Parker/Spider-Man
Edward Asner J. Jonah Jameson
Linda Gary Aunt May Parker
Jennifer Hale Felicia Hardy
Sara Ballantine Mary Jane Watson
Hank Azaria Eddie Brock
Young Man
Patrick Labyorteaux Flash Thompson
Gary Imhoff Harry Osborn
Guard #1
Maxwell Caulfield Alistair Smythe
Neil Ross Norman Osborn
Guard #2
Roscoe Lee Brown Wilson Fisk/Kingpin

The voice actress for the little girl is uncredited.

The elder Osborn on the left, the younger on the right

Guard #1, Imhoff, is the one who asks why the tanks are rolled out. He sounds closer to Harry. Guard #2, Ross, is the one who sees Scorpion approaching.


First part in the adaptation of Invasion of the Spider-Slayers. The six-part series lasted from The Amazing Spider-Man #368 to #373. The series dealt with Alistair's plan for revenge and eventual transformation, seen in "The Ultimate Slayer".

In the comics, Spider-Man first used the Spider-Tracer to track down Doctor Octopus in The Amazing Spider-Man #11. This series used the original concept that Spider-Man required a device to follow the tracers rather than being able to follow them using his Spider-Sense, a later addition.

Lasted a little longer in the comics

Alistair tethering a bomb to Spider-Man and Jameson is what his father Spencer Smythe did in The Amazing Spider-Man #192. In that issue, Spencer gave them twenty-four hours to live. Spider-Man uses cryogenic freezing gases to free both of them from the bomb. It's also the issue that Spencer dies due to his terminal illness. Also, Mary Jane decides that she has had enough of Peter after he stands her up.

In the comics, Spider-Man defeated the Black Widow, with the help of Black Cat, by jamming a live cable into its circuitry, very similar to how he defeated Tarantula in the episode.

In the comics, there were several Spider-Slayers before the three featured here. Black Widow was the Mark XV, Tarantula was the Mark XVI, and Scorpion was the Mark XVII. The Ultimate Slayer, what Alistair eventually turns into, actually came before these three were created.

Mary Jane's first line to Peter is from The Amazing Spider-Man #42, the character's first full appearance. The line has become her trademark line and been used in almost every piece of Spider-Man media.

The episode was adapted into Spider-Man Adventures #4, and later reprinted in Kellogg's Froot Loops Mini-Comics #4.


Much imitated but never equalled

"Amazing Spidey" of Marvel Animation Age noted that the series used robots a lot because it gave something for Smythe to do while bringing Kingpin into a lot of the stories, made great toys for marketing, and allowed for more violence as broadcasting standards are looser when it comes to metal rather than flesh. He also noted that the previous episode introduced the characters and situation allowing this one to focus on fighting. He felt the highlight was having Spider-Man and Jameson tied together with a bomb, out of one of the original Spider-Slayer stories in the Stan Lee-Steve Ditko run. However, he did wish that it had been expanded for its comedy gold. He praised the animation, especially Spider-Man and the three Slayers. He gave special praise to the explosion at the end and a high point in the series. He also enjoyed Spider-Man using Thing's line. "This episode was also memorable for one more thing than giant robots, bombs and classic Jameson dialogue. It introduced the main love interest in Mary Jane, in a particularly memorable way, with her famous 'Face it tiger, you just hit the jackpot' as well as set up Kingpin's and Smythe's partnership. I always thought this was a great partnership and it certainly got off to an excellent start here!"

The episode has a rating of 8.7 on and 7.4 on the Internet Movie Database.

External Links

Spider-Man Episodes
Season One "Night of the Lizard" • "The Spider Slayer" • "Return of the Spider Slayers" • "Doctor Octopus: Armed and Dangerous" • "The Menace of Mysterio" • "The Sting of the Scorpion" • "Kraven the Hunter" • "The Alien Costume, Part One" • "The Alien Costume, Part Two" • "The Alien Costume, Part Three" • "The Hobgoblin, Part One" • "The Hobgoblin, Part Two" • "Day of the Chameleon"
Season Two "The Insidious Six" • "Battle of the Insidious Six" • "Hydro-Man" • "The Mutant Agenda" • "The Mutants' Revenge" • "Morbius" • "Enter the Punisher" • "Duel of the Hunters" • "Blade the Vampire Hunter" • "The Immortal Vampire" • "Tablet of Time" • "Ravages of Time" • "Shriek of the Vulture" • "The Final Nightmare"
Season Three "Doctor Strange" • "Make a Wish" • "Attack of the Octobot" • "Enter the Green Goblin" • "Rocket Racer" • "Framed" • "The Man Without Fear" • "The Ultimate Slayer" • "Tombstone" • "Venom Returns" • "Carnage" • "The Spot" • "Goblin War!" • "Turning Point"
Season Four "Guilty" • "The Cat" • "The Black Cat" • "The Return of Kraven" • "Partners" • "The Awakening" • "The Vampire Queen" • "The Return of the Green Goblin" • "The Haunting of Mary Jane Watson" • "The Lizard King" • "The Prowler"
Season Five "The Wedding" • "Six Forgotten Warriors" • "Unclaimed Legacy" • "Secrets of the Six" • "The Six Fight Again" • "The Price of Heroism" • "The Return of Hydro-Man, Part One" • "The Return of Hydro-Man, Part Two" • "Arrival" • "The Gauntlet of the Red Skull" • "Doom" • "I Really, Really Hate Clones" • "Farewell, Spider-Man"