|This article is written from the Real World perspective|
|Release Date||February 8, 1997|
|Writer|| John Semper, Jr.|
Sean Catherine Derek
Kingpin stages the capture of Felicia Hardy's father, a renowned cat thief who learned the secret behind Captain America.
Felicia returns to her place after a date obviously distracted with thoughts of her father. She finds her mother arguing with Doctor Octopus about money, again, where Doc Ock suggests he knows the truth about Felicia's father. Spider-Man intervenes and scares Doc Ock away.
Feeling guilty Spider-Man offers to help clean up where he sees a picture of Felicia's father. Anastasia yells at Spider-Man and Felicia runs off to her room crying over her relationship problems. Spidey goes to comfort her when she questions why he showed up so quickly. Flustered, Spidey leaves to track down Doc Ock after Felicia reveals that Doc Ock mentioned something called the Ausbach fortune.
Peter uses the Daily Bugle's resources to find out that a cat burglar calling himself The Cat took the fortune and that The Cat was revealed to be John Hardesky, Felicia's father. Peter surmises that Anastasia probably changed their name to keep the fortune.
Kingpin's men track down Doctor Octopus to a warehouse and capture him. Aboard his stealth plane Kingpin makes a deal for Doc Ock to work for him in his next scheme. Kingpin reveals that before the Chameleon was last captured they infused him with nanotechnology so they could see through his eyes. Kingpin reveals that Chameleon's cellmate is Hardesky and their plan is to kidnap him.
Back at the Bugle Peter figures out that Hardesky and Nick Fury knew each other and The Cat is probably being held at S.H.I.E.L.D.. Spider-Man takes J. Jonah Jameson's communicator that Fury gave him, goes to the top of the Empire State Building and activates it.
However, S.H.I.E.L.D. agents attack and capture Spider-Man instead of listening to him. Spider-Man explains the situation to Fury but will not divulge such classified material to a civilian, especially a masked one. Spider-Man manages to get free and download all relevant information regarding Hardesky.
Suddenly Kingpin's cloaked ship attacks the Helicarrier. Chameleon takes the place of Hardesky while Kingpin takes the real Hardesky.
At home Peter uses his illegally downloaded information to find out that Hardesky was fooled by Nazis during World War II to spy on the United States of America. Hardesky had uncanny gymnastic abilities and a photographic memory. Hardesky witnessed the creation of Captain America and memorized the super soldier formula.
When Hardesky realized that that his employers were Nazis not Americans he fled. Hardesky was a wanted man not just because he stole things but because he knew far too much.
Spider-Man goes to Felicia's place to tell her what he found out but is too late. Doc Ock returned to the place and kidnapped Felicia. She is taken to Kingpin's headquarters for a family reunion with Hardesky.
- Starting with this episode, Chameleon is able to transform without his belt.