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Series The Spectacular Spider-Man
Release Date January 31, 2009
Season Number 4 of 13
Episode Number 17 of 26
Writer Randy Jandt
Director Jennifer Coyle
59 images

On New Year's Eve, the mysterious Master Planner and his grand scheme are finally revealed. Spider-Man is on the job, but things become personal when Gwen Stacy is kidnapped so that her father is forced to turn against his country.


Electro, Tinkerer, and Vulture walk through a large laboratory towards a door. The door opens and Tinkerer welcomes the Master Planner to his new lair.

Master Planner meets his Sinister Two

Out comes Doctor Octopus walking on his tentacles. He enters and thanks his assistant.

Electro wonders why the doctor did not escape the Ravencroft Institute for the Criminally Insane when Kraven the Hunter broke them out Christmas Eve. Octavius places a hand on his shoulder reveling in how simple Electro is.

He walks away explaining that being in a hospital allowed him to remain obscure while building his empire of supercriminals. Vulture states that it was better than being in Ryker's Island and Octavius agrees.

He goes on to say that Spider-Man searched the Master Planner and ignored Octavius so he could actually plan.

Master Planner's plan is moving forward

He grabs a clipboard and asks Tinkerer that since his tentacles were sent to him the plan is ready to move forward. Tinkerer states that all that is needed is calibration and testing. Octavius smiles.

Meanwhile next door to OsCorp Industries, a dilapidated tenement with several holes in it sits.

Inside, Norman Osborn is talking to Peter Parker about how glad he is that the boy could come. Peter retorts that Norman is a difficult mentor to turn down and also that all teenager like a little epic destruction now and then.

Norman explains that once the tenement is destroyed, they will build a new tower for OsCorp's Research and Development Department.

Spider-Man meets Hydro-Man

They walk over and Norman introduces Peter to Morris Bench, the demolition expert who is crouching over the explosives. Peter crouches next to him and asks if the explosives are wireless. Morris says they are and explains how the explosives will cascade so that the building implodes on itself.

Just then, Donald Menken walks up asking to speak to Norman about Adrian Toomes. He starts but Norman stops him. He tells Peter to go get a seat and he will join shortly. Peter reluctantly agrees and stands to leave.

With the boy out of range, Donald explains that their operatives have scoured the city but found no sign of Vulture.

Don't get so down with Spider-Man around

Just then, Morris begins freaking out. He says that the countdown has been activated, and there is thirty seconds left. Norman orders him to shut it down, but Morris claims he is locked out.

He stands saying that they could never get clear in time. Just then Spider-Man drops down and asks why Morris is so down.

He shoots out webs and surrounds the three men asking if they are comfortable. Norman asks about Peter. Spider-Man thinks to himself that the man does care, then explains that Peter is already clear.

He lets go of the webs so the three are shot out and land on a nearby web. He watches and thinks that he should get out of there as the timer hits zero.

The explosions at the base of the building go off rocking the nearby area. As Spider-Man stands near the edge, the floor beneath him gives way.

Spider-Man apparently did not think to leap away

He swings onto the outside wall and begins running up. A piece he is on crumbles away. He then begins leaping onto falling debris and heads back up.

Eventually the debris stops falling and the dust clears away. Spider-Man stands atop the destroyed building then leaps down near Norman and the man.

Elsewhere, Octavius and Vulture watch the events on a monitor. The doctor claims that they tried while Vulture claims that Norman's "time will come" along with Spider-Man's.

Friends in villainy

Vulture claims that he must be pleased with the test. Octavius says he is pleased that the Neural Transmitter Chip, which allows him to control his arms, allowed him to remotely detonate the explosives with his mind.

He reaches over with his tentacle and opens a safe. Inside is a coffee maker with coffee and a mug. He grabs the coffee and pours it into the mug. He takes out the mug and begins drinking.

Elsewhere in the lab, Tinkerer opens a panel explaining to Electro, also opening a panel, that he did not like the power fluctuations. He tells the supervillain that he wants more in reserve.

Electro claims he is working on it. He reaches down and begins pumping energy into the machinery.

In a control room above, Octavius tells Tinkerer that it is a minor problem and that he and Vulture did a terrific job assembling the technology Mysterio stole. Vulture claims that the brain work was all Octavius's and the doctor agrees.

His master plan coming together

He walks over to the monitors and sits down. He claims that his mind is now wirelessly connected to almost every computer in New York City and in the next twenty-four hours he will have access to the entire world.

Meanwhile at the Silver Spoon Cafe sits Mary Jane Watson with Gwen Stacy and Peter. She asks the two if they are doing anything. The two get flustered and Gwen wonders if she meant them together. Peter claims they hadn't planned anything.

Mary Jane wonders if they have any plans together or apart. She suggests going to Times Square to see the ball drop for New Year's Eve, then winks at Gwen.

Peter and Gwen making plans for the New Year

Peter then begins to agree and Gwen blushes.

Just then, Flash Thompson yells out, interrupting Peter, demanding that Liz Allan get him a muffin. Liz agrees and gets in line. Several police officers watch Flash.

Peter watches Liz then turns to see Flash lean back putting his cast foot up. He comments on how the big jerk is milking his injury.

A woman calls out a number and Peter looks at his receipt noting that it is theirs. He stands to get their drinks.

Gwen then gets mad at Mary Jane for not being subtle. She watches Peter and notes that it is hopeless between them as long as he likes Liz. She then takes a sip of her drink. Mary Jane claims he is just a little confused.

They look over at him and see him flirting with Liz. Mary Jane retorts that he is very confused. She tries to comfort Gwen by saying that Flash and Liz may be getting back together.

Mary Jane comforting her rival

Gwen gets upset that she would just be the runner-up. Mary Jane then explains that Peter's Aunt May told her Aunt Anna that Gwen is all that Peter thinks about.

In line, Peter claims that he didn't get his right order. The cashier apologizes saying that the computer is glitching.

Too much weirdness for one minimum-wage worker to handle

Behind her, the manager is being sprayed with steam and claims the machine is also not working. The cashier hands him a towel but the thing sprays coffee in his face. Suddenly the lights go off. The manager apologizes and asks them all to leave.

Octavius monitors someone's cell phone on his monitor and notes that they are in the coffee shop. He thanks the phone for having GPS. He then decides to isolate the person.

He holds his hand to his head. On his neck, the neural chip begins to blink. In the lair, computers begin to run. A monitor shows that access has been granted to the SSM 117 Surveillance Satellite.

In orbit, the satellite repositions itself.

Back at the cafe, all the people are leaving. Behind Peter, Gwen, and Mary Jane are the cops. Officer Stan Carter's radio dispatch comes on saying there is an armed robbery. His partner, Jean DeWolff, watches.

Orders are orders

He picks up his radio and asks why Midtown units are being asked to go up to 124th Street. The dispatch confirms that is what her screen told her.

The two get into a police car and drive away while being watched on a camera. In his lair, Octavius begins his chaos. The screens light up revealing a traffic light. Suddenly, the lights turn green in all directions.

Serious injuries

At the light, a car makes it through the intersection, but a taxi following is smashed by a semi truck and rolls over. Another car slams on its brakes as the semi screeches to a halt and flips on its side. He avoids the semi but is hit by a car behind him. Yet another car crashes causing a pile up.

Outside the Silver Heights, the evacuated coffee shop customers stare at the devastation. Gwen asks if anyone is hurt but Peter cannot tell. The group moves forward but Gwen stays behind. Flash pushes her out of his way.

Gwen shocked by Electro

Just then, a disguised Electro sneaks up behind her. He lights up his finger touching her shoulder and knocking her out. He pulls her back while unseen by the crowd.

Vulture swoops in and picks her up with his feet. He flies her up into the city skyscrappers and away from the crowd.

Seeing the love of his life taken again

Peter looks up and sees the villain carrying Gwen. He moves through the crowd trying to follow, pushing a man aside as he does.

When he loses sight of them, he looks down to see Electro entering a van. Electro sits down and tells Tinkerer that the "package has been delivered." Tinkerer then speeds off forcing a cars to honk their horns.

Spider-Man follows noting that while Vulture is gone he can follow Electro. He wishes he did not have to rescue her while dealing with the villains.

Electro leans out the window thanking Octavius for all the green lights on their way back. However, the doctor notes that they are not clear yet.

Doc Ock loves overkill

In his lair, he watches the monitors as the "accursed arachnid" is following them.

Tinkerer tries to lose him, but Electro open his suit and fires electricity at the hero. Spider-Man drops from his webbing to dodge the attacks then swings around a lamppost. He notes that he can no longer quietly follow.

Spider-Man dodges more attacks then leaps onto a building to run along the side while continuing to avoid the blasts. He lands on the Kingsley Theatre, which is showing It Ate Barstow, and Electro fires a massive blast.

Here comes trouble

The villain loses the hero and asks Tinkerer where he went. Just then, Spider-Man crashes through the windshield and slams into Electro.

Tinkerer loses control and the van skids before sliding on its side. It comes to a stop by slamming into a business.

In the lair, Vulture lands and tells Master Planner that their "guest" has arrived. He motions to a cage high above and claims she lent them her phone.

In the cage, Gwen begins to stir.

George Stacy sits in his office and sees that Gwen is calling. He answers but is greeted by a filtered voice. The voice claims he needs to keep better tabs on her since teenagers are so hard to keep track of.

George demands to know who he is and how he got Gwen's phone. The voice claims he is Master Planner and says he has Gwen. The father demands to know where she is.

Gwen is wakened by her father

Vulture flies up towards the cage with the phone putting it up to Gwen. She wakes and hears her father. She starts to call out to him but Octavius switches back to himself.

George orders him to put her back on. He then goes to his computer, next to a picture of his teenage daughter and his wife holding baby Gwen. However, Master Planner claims not to bother since he disabled the GPS. He tells the Captain not to call for help as he'll know.

The captain begins to threaten him, but Master Planner cuts him off deciding to get to business. George reluctantly asks what the man wants.

Octavius sips from his cup and says he wants the Global Portal Codes stored at the Homeland Security headquarters in New York. George claims he will not as it would allow him access to every government computer in the United States of America. Octavius notes that he could even have access to the world.

Given an offer he cannot refuse

George goes around his desk and shuts the door. Master Planner orders him to provide the codes, but the captain claims that is impossible. He claims he gets briefings from Homeland but not clearance for the codes. He says he could not get them if he wanted to.

Octavius claims he will given a little help and the proper motivation. George puts his hands on his desk and bows his head in defeat. Overhead, the fan slowly turns.

Elsewhere, the van is still smoking and Electro is gone.

High above on top a skyscrapper, Spider-Man is holding Tinkerer by his jacket. He points out that with Vulture and Electro gone only the powerless human remains to tell him where Gwen is.

Tinkerer smiles, claiming that he knows the Boy Scout hero will not do anything to hurt him. Spider-Man thinks to himself that his bluff was called, so he will have to bluff better.

Bluff called

The hero then throws Tinkerer off the building. The man screams as he falls.

Spider-Man reaches out and shoots a web to his foot. Tinkerer is stopped and slams into the building windows. Tinkerer points out how he was right.

Spider-Man lets go of the webbing so Tinkerer plummets yet again. The hero leaps down onto the side of the building and shoots two weblines out catching the villain again.

As Tinkerer bounces back up his glasses drop. He reaches out but they fall out of reach. He watches as they fall to the street and shatter among the passing cars.

Bluff believed

Spider-Man tells him that was strike two. He begins to threaten Tinkerer but is interrupted when the man claims he will talk.

At the Department of Homeland Security New York headquarters, a camera moves around to watch George Stacy approach the building. Master Planner instructs him to go "nice and easy." George wanders over the large logo on the ground.

Electro wonders why they need the captain. He claims that Octavius could hack in anywhere. Octavius explains that the codes are in an isolated system with no remote access. He needs the officer to get the access.

Forced to be a wolf in sheep's clothing

On the monitors, the two villains watch as George calls an elevator and joins five Federal Bureau of Investigation agents. As the doors close, Master Planner tells him he is doing fine.

Elsewhere, Spider-Man sits on a tree looking at a highly secure building noting that it is the Master Planner's lair. He sees the cameras on every fence post with lights all around realizing he cannot get into the front door.

Into the deep he goes

He leaps into the water and dives down, thinking that he needs to get a wet suit for his superheroics. He sees a large underwater structure and swims towards it.

He goes to a hatch and rips it off. He swims inside and into an open chamber taking an enormous breath. He climbs out of the water and crawls to the floor.

Octavius watches on a monitor pointing out that he is occupied. Electro leaves the room to take care of him.

The doctor turns back to the monitors and tells the captain that he should be reaching the monitor room in the facility. He sees two FBI agents sitting in the room.

George enters saying hello to Agents Stephanie Briggs and Joseph Wade. He wonders if they drew the short straw. Stephanie agrees, saying it is the dullest duty in the organization.

Attacked from without

Just then an explosion rocks the facility. The two agents turn to see the fireball on the monitors.

Overhead, Vulture flies around with a large gun sticking out of his back. He decides to test out the actual security of the homeland and fires at a radio tower and helicopter pad.

FBI don't want NYPD help

The monitors track the villain. George rushes forward to call it in grabbing a microphone. Stephanie takes the microphone saying that since it is a federal facility they will handle it. She orders Joseph to go. He stands and leaves the room.

She goes on the loudspeaker telling the entire building's security that they are under external attack. George hears Master Planner commenting on the "external attack."

George then reaches into his jacket pocket pulling out a small jump drive. He listens as Stephanie orders Squad One to the street and Squad Two to the roof.

With her distracted, George moves over to a computer putting the drive into a port. It beeps a few times before Master Planner congratulates him.

He explains that the virus in the drive is giving him access to all the systems except the mainframe containing the codes. He tells the captain that he upgraded the officer's security clearance to proceed into the room.

High above, Vulture swoops down on three officers on the roof. They fire their rifle but flee at the approaching villain. Joseph leads the three into the staircase for cover. They peak out but Vulture fires at them forcing them to retreat.

FBI admitting they need help

Back in the monitor room, Stephanie continues to watch the battle. She starts to apologize to George for being territorial and turns. However, the captain has already left the room.

Octavius watches George wander down the hallway. He also watches as Gwen sits up in her cage and look around.

Hope is restored

Just then, Spider-Man drops down by the cage. Gwen sees him and Spider-Man, stumbling as to not reveal he knows her, says she will be fine.

Just then Electro approaches and fires a bolt at them. Spider-Man leaps out of the way and the lightning hits the cage. The hero tells her to let go of the bars but it is too late. The shock knocks her out.

Spider-Man cries out and leaps down at Electro. The villain shoots a bolt at him knocking him back. The hero slams into a computer and slumps down.

In his command center, Octavius watches as the monitors go haywire. He orders Electro to take the conflict elsewhere. Electro agrees, but Spider-Man realizes that the Master Planner does not want all that technology damaged.

Psychological warfare

Spider-Man leaps onto a rail teasing Max about being afraid of a funny voice. Electro claims to not be afraid of anything and fires a bolt at him.

Spider-Man leaps out of the way so the bolt destroys the computer behind him. He then lands on a device high above.

Electro then claims that Master Planner is second rate to nothing and fires another bolt. Again, Spider-Man dodges. He lands on a wall and runs dodging more blasts. However, the blasts cause water to begin leaking in.

Master Planner realizing the flaw in his plan

Electro then gets angry at being called Max and threatens to fry the hero. Spider-Man dodges more blasts that cause more leaks. As the electrified villain continues his assault, Master Planner orders him to stand down.

Back at Homeland Security, George approaches a door and activates the touch pad. The computer recognizes him and he puts his eye to the retinal scanner. It scans his eye and confirms his clearance opening the door.

Meanwhile, Spider-Man is still dodging attacks and continues to use Electro's real name. The villain tells him to shut up then fires a blast from his mouth. Spider-Man dodges by leaping onto the wall then swinging away.

Electro fires a bolt cutting the webline but causing massive cracks in the ceiling. The cracks spread and water begins to leak in.

Spider-Man makes it personal

Electro realizes what he has done when a beam falls down and knocks him out. Spider-Man lands on the cage overhead and notes that was for Gwen.

Back at Homeland Security, George takes the drive out of a computer. Master Planner congratulates him then orders him to put it another. He explains that the codes will soon be his so he can have his daughter back.

George walks over to another computer and looks at the drive in his hand. He demands to speak to his daughter. Master Planner informs him that this is no time to be questioned.

Octavius looks over at another monitor and sees the wall break letting water rush in. On another, the roof collapses.

Making the Captain an unwilling ally

George retorts that he will do nothing until he knows that Gwen is fine. Octavius says she is resting but George insists. Octavius reluctantly agrees.

In the central chamber, water is pouring in from all sides flooding the floor. The rising flood has nearly reached Electro.

High above, a port opens and a mechanical tentacle comes out. It reaches down, wraps itself around Electro, and lifts him up.

Spider-Man watches noting how even the walls have arms. He goes to the side of the cage and rips open two bars.

Realizing the obvious

He calls out to Master Planner saying that, from one person with a secret identity to another, he should not "sign" his work. Three more tentacles come out of the wall and Spider-Man reveals he is Doctor Octopus.

The three tentacles attack Spider-Man forcing him up the cage but he is knocked down. Octavius points out that he figured out his identity after he revealed the tentacles.

Spider-Man lands in the water to see three more tentacles approaching. He watches as one enters the cage and brings out Gwen.

Spider-Man quips that if the doctor is going to take his date, then he'll take Octavius's. He leaps up and swings around. The tentacles try to catch him but he dodges midair.

Using Master Planner's own strength against him

The hero swings over to the tentacle with Electro. He webs it then swings it around to hit the other tentacles. The connection begins shocking the tentacles.

Spider-Man lands saying "bingo." He watches as the eye pieces of a tentacle explodes and it slumps down. He leaps away as Electro's tentacle slams into the monitor.

The blast knocks Spider-Man into the water but he recovers. He stands looking around at all the deactivated tentacles.

If you want something done right...

Overhead, Doctor Octopus watches from his command center. He realizes he needs to take care of this personally.

In the room, Spider-Man swings around getting Gwen from the tentacle and landing on the cage. He looks down at her as she stirs.

Just then, an active tentacle comes towards him. It slams his head and he drops Gwen. He is forced back into a wall crumbling it behind him.

He frees himself but another tentacle smacks him from behind. He falls into the water saying how he thought he was through with the arms.

...Do it yourself

He looks up and sees Doctor Octopus holding Gwen. The doctor states that his tentacles are still working and throws one at him.

Spider-Man dodges out of the water and up the wall. Doctor Octopus lands in the water himself and throws more tentacles at him. He is hit by one and forced into the ceiling.

Another comes for him but he docks. The doctor then throws the hero into the wall. The wall cracks letting in more water.

Doctor Octopus begins spinning one of his tentacles into a saw and approaches Spider-Man. He webs a piece of metal and smacks it to the wall.

Doctor Octopus sends another spinning tentacle after him. Spider-Man to dodge then webs it. He throws the tentacle into a power cable cutting power to the server.

Master Planner's plan proves too much for him to handle

The doctor screams in pain as the server overloads and explodes. He bends over and the neural chip begins beeping and flashing faster.

Octavius is suddenly overcome with images of the satellite, security cameras, Vulture, police, and various places around the city.

The villain claims that without the server to route the signals the overload is too much for him to handle. He thrashes his mechanical arms about then drops Gwen.

Spider-Man swings over and grabs the girl. He lands and turns back to Doctor Octopus.

One final ploy

The villain states that he has to destroy the connection. He rises up then sends one tentacle down below the water. It comes up and tears a power cable. He then walks up to a catwalk above.

He congratulates the bug for ruining his lair and master plan. Spider-Man thanks him for the compliment. Octavius claims there is only one thing left.

He puts a tentacle into a small port then turns it. Suddenly the entire facility's lights turn red.

In the command center, monitors change from the security cameras to the words "SELF DESTRUCT".

Not an easy admission of defeat

A door opens and the villain enters an escape pod. He bids the hero farewell and the door closes.

Outside, the escape pod is released from the facility and rockets up. Inside, Doctor Octopus wishes that Spider-Man will enjoy his tomb.

Inside, Spider-Man cradles Gwen as explosions rock the facility. He swings up just as the machinery they were on explodes.

The stress proves too much and the cage drops cutting the hero's webline. He lands in the water holding Gwen.

Above, an explosion occurs and Spider-Man runs to clear the area. However, the machinery falls onto Spider-Man's leg. He tosses Gwen onto the cage before the heavy machinery collapses on him.

Spider-Man admits defeat

He struggles but cannot get free as the machinery pins him down and water pours onto his head. He states that he cannot move the metal. He also notes that he is cold and stiff.

Spider-Man feels that this is it for him. He tried to fight and did the best he could. He comments that he stopped Doctor Octopus so that no one could ask anymore of him.

As he collapses into the rising water he hears Gwen stirring. He rouses himself by saying he cannot give up with Gwen needing him.

Bruce Banner is usually the one to do that

He dives under and uses his strength to begin moving the machine. He soon lifts it up enough so that he is out of the water. As he does, his costume begins to rip around his bicep and chest.

He lifts the machinery up and flips it over off of him. It crashes with a mighty splash.

Saving the girl

Gwen wakes and sees Spider-Man approaching. She jumps off the cage and Spider-Man helps her down. She notes that it is very cold. He replies that it will only get colder. He tells her to hold on and swings up.

The door to another escape pod opens and the two enter. Gwen turns and asks about Electro. Spider-Man then groans and leaps down.

He lands next to the villain noting that this will hurt him. He breaks off the tentacle and grabs it to swing Electro over to the pod.

Saving the girl and the villain

He unceremoniously tosses Electro in next to Gwen. He orders her not to touch him. She helps into a chair so he can sit down.

Gwen walks to the other chair and looks at the controls but doesn't know what to press. She presses a large button stating "EMERGENCY DISCONNECT". The window in front of her opens up.

Inside, the building begins to collapse.

Gwen hits another button saying "JET PROPULSION" and the jets activate.

Explosions continue to destroy the facility.

The savior becomes the saved

In the pod, Gwen grabs the controls to steer. She looks over at the hero who is clearly in pain. Getting determined, she steers the pod up to the surface.

The underwater facility explodes in a tremendous blast.

Back at Homeland Security, Vulture continues to fly around blasting the building. He flies up and attacks the rooftop.

Suddenly, he gets a message from Doctor Octopus ordering him to abort the mission. Vulture acknowledges and flies away.

Inside, George watches him go. He then calls out to the Master Planner asking if he is still there. Just then his phone rings. He picks it up and begins yelling at Master Planner.

Parent's worst nightmare over

Just then, Gwen speaks up. She tells him that she is fine and that Spider-Man saved her. She asks if he is okay and he says that he is.

George pulls out the drive and drops it on the ground. He lifts his foot to crush it.

Later that night, the Times Square Ball is on the television with one minute left till midnight. Peter and his aunt sit on the couch with various food on the coffee table and a bowl of popcorn in May's lap.

Both getting old

May becomes excited at the new year. Peter sets down his soda and stands saying he should try Gwen again. However, his back begins to hurt. May thinks that Gwen would like his perseverance.

Peter walks to the door and pulls out his phone. He dials Gwen's number but is greeted by George. Peter introduces himself, but George remembers him.

In their home, George tells the boy that Gwen has been through a lot. Just then, Gwen walks in wondering if that is her phone. The father informs her that tonight it is not.

George enjoys torturing his daughter

She reaches over to grab it but George puts it out of reach. She gives him "The Look", but George tells her not to.

Peter listens in smiling when his doorbell rings. May wonders who it could be. Peter opens the door and finds Liz standing outside.

Peter wonders why she is there and not with Flash. She tells him that while she cares for Flash, she told him tonight that it was over between them. She explains that she wants to be with Peter.

New Year's legend states that what you want to do for the year you should be doing at the exact moment of the New Year

Just then, May begins counting down to the New Years. As she reaches zero, Liz leans in and kisses Peter. She wishes "Petey" a happy New Year.

Peter is shocked but stares into the eyes of the smiling Liz. He doesn't hear Gwen calling out over the phone wondering if anyone is there.

Snow begins to fall as Auld Lang Syne begins to play.


"Welcome to your lair, Master Planner."
"Thank you, Tinkerer."

-Tinkerer and Doctor Octopus, first lines of episode

"I still don't get it, Doc. Why didn't you break out with Kraven and me?"
"Ah, Electro. Always so charmingly uncomplicated. When building a secret empire of supercriminals, the safety and obscurity of a hospital bed has its advantages."
"Beats prison."
"Indeed. Spider-Man searches for the Master Planner leaving Octavius free to...plan."

-Electro, Doctor Octopus, and Vulture

"Peter, so glad you could make it."
"Well, you're a hard...mentor to say no to, Mr. Osborn. Besides, what teenager doesn't like a little epic destruction now and then."

-Norman Osborn and Peter Parker

"Nice set up. Wireless?"
"Completely. When we're clear, I remote activate the countdown and cascading detonations bring the building down in its own footprint."

-Peter Parker and Morris Bench, first line

"No no no no no no! Countdown's activated. Thirty seconds to implosion."
"Shut. It. Down."
"I'm trying, but it-its...I'm locked out! We'll never get clear in time."
"Yeash, who invited Debbie Downer?"

-Morris Bench, final lines, Norman Osborn, and Spider-Man

"Wait, what about Peter Parker?"
[Internal Monologue] "Ah, he does care."

-Spider-Man and Norman Osborn

"Uh...ta da!"

-Spider-Man, following the building explosion

"My brain now has a working wireless connection with nearly every computer in the city. But of course, that's only the beginning. In less than twenty-four hours, the entire world will be at my mercy. Just imagine the possibilities."

-Doctor Octopus

"You two doing anything tonight for New Year's Eve?"
"What, like together?"
"We hadn't planned any..."
"Together. Separate. Planned? Not planned? You could head to Times Square and see the ball drop?"

-Mary Jane Watson, Gwen Stacy, and Peter Parker

"Coming soon to a theater near you, 'How I Milked My Injury' by Flash Thompson."

-Peter Parker

"Nice try, Ms. Subtle. But it's hopeless. He's into Liz, not me."
"He's just a little confused."

-Gwen Stacy and Mary Jane Watson

"Hi, Petey."
"Hey, Liz."

-Liz Allan and Peter Parker

"Okay, a lot confused. But it looks like Flash and Liz are getting back together so..."
"So I get to be runner up."
"No! I wasn't supposed to say anything. But his aunt told my aunt that you're all he thinks about. That is, when he actually does think."

-Mary Jane Watson and Gwen Stacy

"All units, armed robbery in progress. Surplus store at corner of Peoples Drive and 124th Street."
"Dispatch confirmed, but...you want Midtown units all the way up at 124th?"
"That's what my screen says."

-Dispatch and Stan Carter

"Vulture's long gone. But there's Electro's van. Uh, if I didn't need him to lead me to Gwen..."


"Master Planner, our guest has arrived. And she's kindly lent us her phone."


"Hey Gwen."
"No, not Gwen, Captain Stacy. It seems you need help keeping track of your daughter. Teenagers can be such a bother."
"Who is this!? How did you get Gwen's phone!?"
"Oh, call me Master Planner. As for the phone, from Miss Stacy of course."
"Gwen! Where is she!?"
"Dad? Dad! Dad! Dad, help me, I'm...I'm..."
"That's quite enough, I think."
"Gwen! Gwen! Put her back on!"

-George Stacy, Doctor Octopus, and Gwen Stacy

"Listen creep. If you touch her, I'll..."
"Let's dispense with the ugly 'what ifs' and get to the business at hand."
"Ugh, what do you want?"
"The global portal codes stored at Homeland security's New York HQ."
"Forget it! Those codes would give you access to every government computer in the US, maybe..."
"The world? Yes. You will provide them."

-George Stacy and Doctor Octopus

"Vulture's gone. Electro's gone. But you'll tell me where to find the girl."
"Or else what, boy scout? We both know the hero won't do anything rash."
[Internal dialogue] "He called my bluff. So I'll have to bluff better." [Throws Tinkerer off roof and catches him]
"See, see. I knew you wouldn't really let me fall." [Spider-Man lets go of webbing and catches him again]
"That's strike two. Ready to try..."
"Okay! Okay! I'll talk."

-Spider-Man and Tinkerer

"I so need to invest in a spider-themed wet suit."


"Agent Wade, Agent Briggs. Uh...monitor duty. Drew the, uh, short straw huh?"
"Yeah. Dullest detail in the FBI."

-George Stacy and Stephanie Briggs, first line

"Let's find out just how secure the homeland is."


"Look Stacy, maybe I picked the wrong time to get territorial..."

-Stephanie Briggs, last line

"Don't worry, Gw...girly. I'll have you out soon."

-Gwen Stacy and Spider-Man

"Ah, Max. Don't tell me you're afraid of a second rate schemer with a funny voice."
"First, I'm not scared of nothing. Second, Master Planner ain't second rate nothing. And third! Don't call me Max or I'll fry you into nothing."

-Spider-Man and Electro

"Shut up. Shut up! SHUT UP!"

-Spider-Man and Electro

"Uh oh!" [Knocked out]
"That's for zapping Gwen...twice!"

-Electro and Spider-Man

"Nice uploading, Captain. Now, insert that drive into any other computer. I'll have my codes. You'll get your daughter."
"I wanna talk to Gwen."
"This is no time to test me, Captain."
"Stow the threats. I'm not doing anything more until I know she's okay."
"Miss Stacy's resting..."
"I talk to her or you get nothing."

-Doctor Octopus and George Stacy

[Internal dialogue] "Oh great, even the walls have arms. At least one mystery solved." [External dialogue] "Hey, Master Planner. Some secret identity advice from an expert. Don't sign your work, Doctor Octopus."
"Yes, spectacularly clever of you to have guessed the truth after I revealed it."

-Spider-Man and Doctor Octopus

"If you're gonna dance with my date then I'm totally gonna dance with yours."


"Okay, that was almost worth it."


"If you want something done right..."

-Doctor Octopus

"I thought the arms race was over."
"Oh, I've still got a few up my sleeves."

-Spider-Man and Doctor Octopus

"Without server...to route signals...it's too much! Too much! Must...destroy...connection!"

-Doctor Octopus

"Congratulations arachnid. My lair. My master plan. All ruined."
"Thanks. I specialize in foiling."

-Doctor Octopus and Spider-Man

"Farewell, Spider-Man. Enjoy your tomb."

-Doctor Octopus

"Can't budge it. So cold. So stiff. No. This is it. Fought the good fight. Did my best. Even foiled Doc's plan. No one could ask anymore of me. What am I doing? I can't give up. Not with Gwen depending on me."


"This is so gonna hurt me more than it's gonna hurt you."


"Listen Planner..."
"Dad, it's me."
"I'm okay, Daddy. Spider-Man saved me. Are you...?"
"I'm fine, honey. Just fine. Now."

-George Stacy and Gwen Stacy

"One minute to midnight."

-May Parker

"Um, hi Captain Stacy. I-it's Pete again. Peter Parker."
"Yeah. I know who you are, Pete. But I've told you, Gwen's been through a lot. I would not..."
"Dad! Is that my phone?"
"Not tonight it isn't. Now don't you give me that look, Gwendolyn Stacy."

-George Stacy, Peter Parker, and Gwen Stacy

"Hi, Petey."
"Liz, what are you...I-I mean, it's almost midnight. Shouldn't you be with Flash?"
"Thing is, I'll always care about Flash. But tonight I told him it's over. Really, really over. See, I wanna be with you." [Kisses Peter] "Happy New Year, Petey."

-Liz Allan and Peter Parker

"Ten...nine...eight...seven...six...five...four...three...two...one...zero. Happy New Year!"

-May Parker

"Hello? Uh, anyone there?"

-Gwen Stacy, last line of episode


  • The timer had twenty minutes when Morris was programming it.
  • It actually is thirty seconds in real time between the timer going off and it hitting zero.
  • The cast seen in the opening this episode are Peter Parker, Gwen Stacy, Liz Allan, George Stacy, and "Spidey."
  • While Octavius and Vulture watch the building implosion on the monitors they also have the Osborn Penthouse, Silver Spoon Cafe, Midtown Manhattan Magnet High School, the dock where Spider-Man fought Rhino and Sandman on Christmas Eve, and various other shots of the city.
  • Octavius has a note on his coffee maker saying "Why leave that mess? Please take the time to clean after yourselves. Thank you."
Quite the ego


  • Spider-Man could have just as easily slingshot out of the building with the other three he saved by lifting his legs to avoid the imploding building.
  • Despite Morris's explanation, there are still external explosions that no demolitions expert destroying a building in a crowded city would allow.
  • Doctor Octopus and Vulture are watching live video of the building's demolition during the daylight, but the rest of the videos are all nighttime.
Glass is too big for a vehicle
  • When Spider-Man breaks the van's windshield it breaks in large chunks like regular glass rather than legally required safety glass.
  • There is no explanation as to how Electro got away after the van crashed. If Spider-Man was knocked out, there is no reason he should not have taken Tinkerer and/or killed the hero.
  • The actual Homeland Security offices in New York state are in Albany not New York City.
  • If the systems were isolated, uploading a virus could independently access the systems but would still not allow Octavius remote access.
  • Despite water constantly coming in through numerous cracks, the water level in the room Spider-Man spends his whole time doesn't rise until Spider-Man is trapped.
  • While Electro is shocking Master Planner's tentacles one of the tentacle's lights is out before any are shown exploding.
  • During the montage of security cameras, some scenes of New York are during the day and others at night despite all supposed to be happening at the same time. Additionally, George Stacy's retinal scan is shown even though it happened some time before.
  • Cracks keep appearing and disappearing during the scenes in the lair.
  • It's actually 1:55 minutes of real time from when the timer says a minute left to when May counts to zero.


New Year's Eve special episode


This is the last of the engineering-based titles. "Shear strength" means the strength of a material or component against the type of yield or structural failure where the material or component fails in shear.

Doctor Octopus controlling any device with his mind is very similar to the the powers Extremis gave Iron Man.

The shot of George Stacy through the ceiling fan may be inspired by film Apocalypse Now.

The scene of Spider-Man repeatedly throwing Tinkerer off the building but catching him may be inspired by similar scenes in Batman Begins and The Dark Knight, the later of which was the most popular of the year this episode was in production. Batman Begins featured Batman throwing a corrupt cop off a roof and catching him repeatedly to get information. The Dark Knight featured him doing the same, though the mobster he was doing this to knew the hero would not let him die such as Tinkerer does here.

First appearance of Stephanie Briggs and Joseph Wade outside the comic books. In the comics, Wade was briefly the Scarlet Spider.

The scene of Spider-Man struggling to lift the machinery is an allusion to the famous cover of The Amazing Spider-Man #33, illustrated by Steve Ditko. That issue involved Spider-Man struggling against Master Planner's henchmen while trying to help his hospitalized Aunt May.

While based in the comics, the actual relationship between Peter and Liz is original to the series. In the books, Peter liked Liz but she did not like him back. She did not express any feelings towards him until he began dating Betty Brant, and the two women would sometimes fight. She admitted her feelings for him at their graduation, but Peter told her they could not be together. She did not reappear afterwards until he had been dating Gwen and Mary Jane, but by then she began dating Harry Osborn before marrying him. In the Ultimate line, a drunk Liz did try to make out with Peter but he refused.

The episode originally aired January 31th, 2009, the same day as Wolverine and the X-Men's "Badlands".


Actor Role(s)
Josh Keaton Spider-Man/Peter Parker
Thom Adcox-Hernandez Tinkerer/Phineas Mason
Clancy Brown George Stacy
Lacey Chabert Gwen Stacy
Grey DeLisle Stephanie Briggs
Robert Englund Vulture/Adrian Toomes
Bill Fagerbakke Morris Bench
Crispin Freeman Electro/Maxwell Dillon
Joshua LeBar Flash Thompson
Peter MacNicol Doctor Octopus/Otto Octavius
Vanessa Marshall Mary Jane Watson
Alan Rachins Norman Osborn
Deborah Strang May Parker
Alanna Ubach Liz Allan
Greg Weisman Donald Menken
Tom Wilson Stan Carter


Final shot

Stu of Marvel Animation Age was surprised by the Master Planner reveal, as he thought Doctor Octopus was too obvious. He enjoyed the Morrie Bench cameo, similar to the Cletus Kasady appearance in "Reinforcement". He praised the visuals of the explosion. He liked the way the romance between Peter and Gwen developed over the course of the series and thought all the women in general were well done. "I would actually rank this as one of the show's very best episodes - this is no small feat, as having recently sat down and watched each and every episode, there's not really a bad one to be found. Some are weaker than others, sure, but each has been impressive throughout. Speaking of constantly impressing, Josh Keaton was outstanding in this episode - I've not really commented on him that much since the show started but he's really knocked it out of the park. After having listened to some of the recent horrendous miscasting for Spider-Man it makes you appreciate Keaton all the more. It all comes back to Peter's love life by the episode's conclusion and I admit it seemed logical that he ends up with Liz. Wait... I don't think ends up with the correct term because I don't see her and Pete lasting and after this weekend's heartbreaking ending for Gwen I predict we'll eventually see them together at some point. Hopefully it won't be seconds before she dies but you never can tell with this show. I just hope they don’t rush it or ruin it by having her find out his secret identity. While The Master Planner arc might now be concluded, it seems that things are only just getting started for Peter Parker. Bravo to all involved!"

Eric Goldman of IGN was less impressed by the Master Planner reveal since the show offered several other major twists with characters, like Tombstone being the Big Man. While he did not mind it, he felt the reveal was half-hearted and should have built more suspense over the Master Planner's identity. He also enjoyed Morrie Bench's cameo as the beginnings of a build up to another villain. He pointed out how the opening titles changed for each episode, offering a glimpse into what was to come. Eric enjoyed that Gwen was captured because of her father rather than because of her relationship to the hero. He also enjoyed the banter between the hero and villain as Spider-Man figured out who Master Planner was. He also liked the allusions to the comics with Spider-Man struggling to lift the metal slab with Gwen right there. "There was a clever emotional switch to the whole episode in the closing moments – after fighting so hard for Gwen the whole time, all it took was Liz Allan showing up on his doorstep with a New Year's kiss to make him forget all about her – at least for the time being. Ah Pete, come on – I know Liz is a hot cheerleader and all, but this is Gwen we're talking about!"[1]

The episode has an 8.8 rating on TV.com and 8.3 on the Internet Movie Database.


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