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Series Spider-Man
Release Date April 29, 1995
Episode Number 8
Writer John Semper, Jr.
Meg McLaughlin
Len Wein
Stan Berkowitz
Stan Lee
Avi Arad
11 images

After Spider-Man becomes a wanted man with a price on his head Peter gives up his heroic duties. But a mysterious new costume changes his tune.


Time Bomb

Bleeding rock?

On an asteroid in space, John Jameson descends into a crater in order to obtain a rock sample. John finds a rock that looks like obsidian but when he pulls it out a dark ooze erupts from the hole. The asteroid suddenly becomes unstable and John races to the lunar lander to escape. John does but something deep under the surface stirs to life.

At The Daily Bugle, J. Jonah Jameson and the others watch news footage of the shuttle mission. The shuttle is to land at Kennedy Air Port, the first time a shuttle will land at a commercial air port. Robbie Robertson congratulates Jameson on his son's accomplishment, while Peter Parker feels that "the apple fell pretty far from the tree." The astronauts will be bringing many new treasures for scientists to examine. One such item is Prometheum X, a new isotope that could be more powerful than plutonium. Meanwhile, The Kingpin is also watching the broadcasts in his hideout. Eddie Brock is stuck in traffic on the George Washington Bridge listening to the broadcasts on the radio.

Father concern

As John begins his descent back down to Earth, black ooze oozes out of the Prometheum X containers. The black ooze begins to crawl over John's co-pilot and the video cuts out.

Crash Landing

Mission Control looses contact with the shuttle as it spins wildly out of control. It's off course and heading toward the greater metropolitan area. Peter calls Aunt May telling her to get into the basement. Kingpin is worried but Smythe assures him that it will miss their building and touch down at the George Washington Bridge. Thinking about it, Kingpin calls the Rhino and tells him to go to the bridge.

The anchorman is informed that NASA suspects the shuttle will land near the Hudson River, close to the George Washington Bridge. Jameson leaves in the Bugle's copter. Robbie knows that there won't be any air traffic allowed in the area, but Jameson must go to his son. Peter has a quicker way there and changes into Spider-Man. On the radio, drivers are told to abandon their vehicles immediately. A message Brock ignores and instead grabs his camera.

Very hard landing

The shuttle roars over the city just missing Kingpin's hideout, as Smythe predicted. The ooze is now climbing over both John and the co-pilot. John manages to fight the ooze long enough to pilot the shuttle towards the river and it violently crashes on the bridge nearly missing both Rhino and Brock.


Spider-Man arrives at the shuttle and finds that the door has already been ripped off. Spider-Man finds both the astronauts fine, but knocked out, and a large man dressed in a rhinoceros costume who charges him. Rhino knocks Spider-Man down and nearly crushes him when Kingpin demands that he return immediately. Just before leaving, Spider-Man attaches a Spider-Tracer on Rhino. As he's escaping Brock snaps a few shots of Rhino smashing cars.

Rhino almost squashes Spidey

Spider-Man rescues the astronauts believing that Jameson will then have to print an article saying that he saved the publisher's son. However, he hears something moving in the shuttle and reenters. He finds nothing and the bridge finally gives way causing the shuttle to crash into river with the wallcrawler trapped inside. Jameson goes down to his son. Before passing out John manages to say "Black, like tar...the bridge...Spider-Man." Jameson wonders what Spider-Man has to do with anything. Brock confronts Jameson and tells him he saw the webslinger steal something from the shuttle and he has the photos to prove it. All Brock wants is his old job. Jameson agrees so that he can finally take down Spider-Man.

Spider-Man climbs out of the river covered in black ooze, thinking it's Hudson River pollution. He attempts to track down Rhino but the signal completely disappears. Rhino actually went into Kingpin's hideout to deliver the Prometheum X. Smythe wants to examine it but Kingpin has a buyer who wants to buy it already.

Huge reward for capturing the hero

At the Parker home, Aunt May watches the news saying that divers discovered the Prometheum X gone and believe Spider-Man was involved. Peter returns home believing that Jameson will eat every word he ever wrote. Aunt May tells him that Spider-Man robbed the shuttle. Jameson offers one million dollars for the wall crawler. Aunt May is glad that Spider-Man will finally get what he deserved.

Good vs Evil battle

In his room, Peter laments that he is worth something he can't collect. He has no choice but to but to lay low so he throws his sludge covered suit into the laundry and goes to sleep. Late at night the ooze comes to life and attacks Peter. Peter begins dreaming about running through an empty city in his pajamas. A large black shape appears and tries to eat him. Peter's Spider-Suit arrives and attacks the shape saving Peter. The shape and the Spider-Suit both grab Peter and perform a tug-o-war that the shape eventually wins and eats Peter. Peter wakes up hanging upside down in the city in a brand new all black suit.

New Threads

An amazing new feature

Spider-Man is spotted by a police helicopter. Spider-Man then flees and makes moves he never knew he could make. In addition his webbing is shooting out on its own and from the top of his hands not the bottom. Spider-Man lands at a construction site where the workers attack him. Before he knows what he's doing, Spider-Man begins throwing the attacking men around and flees into a traffic jam. Spider-Man is amazed that the suit is augmenting all his Spider-Powers, so much that he can now easily lift a fire truck. The police come looking for him and civilians in the buildings point him out. When Spider-Man wishes the suit was less conspicuous the suit automatically changes into a police uniform. Peter fools the police into thinking he is a sergeant and tells them to go after Spider-Man. Changing into his casual clothes Peter comments that he'll keep the suit.

Aerosmith also happened to make the opening song

After reveling in some more web-slinging, Spider-Man lands at Empire State University, thinking to himself that nothing on Earth could mimic his suit's abilities, and wonders if it had come from the shuttle. Peter initially morphs the suit into his regular clothes, but then decides to try out a different look. After finding the clothes of "that Aerosmith guy" too untraditional, he changes into an Italian suit. He soon encounters Felicia Hardy on campus, who is impressed by his new look and newfound confidence. Peter begins hitting on her when Flash Thompson attempts to get her away from him. Flash then gets angry when Peter calls him a bonehead. Flash attempts to bully him but for the first time Peter begins to fight back. Felicia breaks them up and takes Flash away, but not before telling Peter that he is different and it scares her. Peter brushes off her comment.

In their hideout, Smythe tells Kingpin that he needs control rods made of lidium 90 to properly demonstrate the power of Prometheum X and they are unable to get to the one place that has them. Kingpin calls Rhino once again.

At the Parker home, Aunt May once again worries that Peter's job of taking pictures of Spider-Man will put him into danger. She believes that because of the reward Spider-Man will become cornered and aggressive. Peter is tired of it and storms off. In his room Peter's Spider-Tracker picks up the Rhino again.

New suit comes with a new attitude

Rhino storms the government repository that holds the lidium 90 and easily knocks the guards aside. Spider-Man shows up and is more aggressive in both fighting and attitude. Spider-Man demands to know where the Prometheum X is. Rhino refuses and is thrown through several walls. Rhino gives up saying he'd rather go to jail, but Spider-Man has no intention of taking him to jail. Spider-Man's tired of being so friendly and threatens to crush Rhino under a heavy metal door. Seeing Rhino beg for his life, Spidey remembers yelling at Aunt May, threatening Flash, and being warned by Felicia and decides to leave Rhino unharmed.

Very dark vision of the future

Elsewhere, Spider-Man comments that he almost did something he would have regretted for the rest of his life and he does not know why. When he looks at his reflection in a window he sees a flash of an altered version of himself with a big gapping mouth, razor sharp teeth, and jagged looking eyes.



"Congratulations Mr. Jameson."
"What are you congratulating me for? I'm just his father."
"John's a great guy. You must've had something to do with it."
"If you ask me the apple fell pretty far from the tree."

-Peter Parker and inner monologue, J. Jonah Jameson, and Joseph Robertson

"I have a job for you. There's something aboard the shuttle I want you to get for me."
"What shuttle?"

-Kingpin and Rhino

"If that punk Parker can click one of these so can I."

-Eddie Brock

"Show a little faith. I know my trajectories."

-Alistair Smythe

"Where did you come from?"

-Spider-Man and Rhino

"You're not gonna believe this J.J. I saw Spider-Man stealing something from the shuttle, and I got the pictures to prove it right here."
"So he was here."
""Just give me my old job back J.J. and these pictures are all yours."
"I'll take them Brock. I finally got that wallcrawling sack of garbage."

-Eddie Brock and J. Jonah Jameson

"Hudson River pollution. Rich, thick—and creamy."


"This is Prometheum X. Potentially the most powerful nuclear fuel in the world. I can't wait to examine it."

-Alistair Smythe

"It looks like a rock to me."
"Please do not confuse this with that." [Knocks Rhino's head]

--Rhino and Kingpin

"Spider-Man did it. I'm sure of it. So sure that I'm offering a million dollars to anyone who brings him in. One million dollars."
"I can't believe this! How could they get it so wrong? It's the Spider-Man justice system, guilty until proven innocent!"

-J. Jonah Jameson and Peter Parker inner monologue

"Now there's nowhere Spider-Man can run. At last he'll get what he deserves."
"Thanks Aunt May, I needed that."

-May Parker and Peter Parker inner monologue

"A million dollars on my head. For once in my life I'm worth something I can't collect. No choice but to lay low. Well, the one saving grace is I don't have to clean you up now."

-Peter Parker

"Parker, how on Earth did you get in the middle of Manhattan, hanging upside down in a costume you've never seen before?"


"I use to have trouble lifting a Volkswagen."


"I like your style, but it would be nice if you were a little less conspicuous." [Transforms into police uniform] "You're definitely my kind of suit."


"You know, I think I'll keep you."

-Peter Parker

"No, wait. How about that guy from Aerosmith." [Symbiote transforms into Joe Perry outfit] "Maybe something more traditional, something Italian." [Transforms into suit]

-Peter Parker

"Looks like my life is going to be pretty interesting from now on."

-Peter Parker

"I almost didn't recognize you. You seem so, so different."

"You don't know how different. But then again maybe you'd like to find out?"

-Felicia Hardy and Peter Parker

"Well I thought that. . . Parker, Felicia and I need to talk so why don't you crawl back under your rock."
"Not this time, bonehead."
"Now Felicia...What did you say?"
"I believe it had something to do with the contents of your skull."
"Ha ha ha. Well this is a twist. Look who's suddenly developed a backbone."
"I've developed a lot more than a backbone."

-Flash Thompson and Peter Parker

"What's gotten into you?"
"Just being myself."
"You know something, Peter, you are different. And you scare me."

-Felicia Hardy and Peter Parker

"Nothing is inaccessible to me."


"The jolly gray giant. He's back."

-Peter Parker

"A little far from the zoo aren't you?"
"Ha ha ha ha. Well, well. It's the itsy bitsy spider all decked out in his new threads. They ain't gonna look new for long."

-Spider-Man and Rhino

"Lets get this over with! I need to polish my horn."


"Look, horn head. I'm not going around in circles with you all night."


"This ain't possible. You can't do this."
"I just rewrote the rules!"

-Rhino and Spider-Man

"Alright. I give up. I'd rather go to jail than to be a snitch."
"Who said anything about jail?"
"I...I don't get it."
"You will."
"It's like this! I'm through with not getting what I want!"
"What are you doing? I told ya I give up!"
"That's funny I give up too. I give up trying to be a friendly neighborhood Spider-Man."
""No! No, you can't!"
"Can't I?"

-Rhino and Spider-Man

"She's right. I am different."

-Spider-Man inner monologue

"No, don't. Don't!"


"I almost did something back there that I would have regretted for the rest of my life and I have no idea why."


"What was that? What's happening to me?"



  • It may seem strange that Spider-Man changes his clothing so openly while on ESU's campus. In addition to no one being shown in the area, the comics have established that his Spider-Sense will go off if anyone can see him when changing even if they are not a threat.
  • "That guy from Aerosmith" is Joe Perry who made the show's opening theme song.
  • "Jolly grey giant" is a reference to the vegetable mascot Green Giant. It is sometimes used sarcastically as a nickname for Hulk, who sometimes fights with Rhino.
  • The military base is possibly Fort Hamilton.


  • Spider-Man lifts a fire truck and no one seems to notice. It's only afterwards when the police come looking for him that anyone points him out.
  • When running from police, Spider-Man changes his clothes in the middle of traffic with numerous people around who could see.



Main Actor Role(s)
Christopher Daniel Barnes Spider-Man/Peter Parker
Edward Asner J. Jonah Jameson
Linda Gary May Parker
Jennifer Hale Felicia Hardy
Rodney Saulsberry Joseph Robertson
Hank Azaria Eddie Brock
Patrick Labyorteaux Flash Thompson
Roscoe Lee Brown Kingpin/Wilson Fisk
Maxwell Caulfield Alistair Smythe
Don Stark Rhino
Michael Horton John Jameson
John F. Beard Newscaster
Unknown Paul Stevenson


The dream sequence of the suits fighting comes from The Amazing Spider-Man #258.


"Amazing Spidey" of Marvel Animated Age called it "Defiantly one of the highlights of the series." "Spidey" said that the story, pacing, dialogue, and animation were top notch. The introduction of the symbiote, dragged out much longer in the comics, is streamlined for a twenty-minute episode that makes much more sense within the series. Though not as good as Part Two, was still one of the better episodes of the entire series.

Comic Book Resources ranked The Alien Costume saga as the third greatest episode of the series. They noted it was a fan favorite of the series and had been building up since the beginning. They felt that Venom is the kind of villain that needs a huge introduction and this episode delivered. They liked how it changed Peter into a reckless person drunk on power. They felt the story was generally faithful to the comics, especially Eddie's tortured soul allowing the audience to understand his hatred.[1]

On the episode has a rating of 9.1 Superb.


The biggest influence the episode had was having the symbiote make the wearer more aggressive. The comics originally did not have any personality changes, it was just trying to take over the wearer. All subsequent portrayals of the series has used the idea that whoever has the symbiote becomes more aggressive.

The episode had an incredible influence on the 2007 live action Spider-Man 3. The comics had Spider-Man go to an alien planet and acquire the symbiote suit. The film used this version where the symbiote came on an meteorite and attach itself to Peter in his sleep. Peter then woke up with the black suit while hanging upside down in the middle of the city. In one promotional trailer Peter even saw a Venom-like vision of himself in a mirror, though the scene did not end up in the final movie.

The Spectacular Spider-Man also had similar origins for the symbiote featuring the symbiote come to Earth on John Jameson's shuttle and eventually made Spider-Man aggressive.

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