This article is written from the Real World perspective Real World
Series Spider-Man
Release Date September 9, 1995
Episode Number 14
Writer John Semper, Jr.
David Lee Miller
5 images

Kingpin brings together Spider-Man's greatest foes as a single team to take down the hero. Timing couldn't be worse as Spider-Man notices his powers beginning to fail. (Season Premiere)


From atop a building, Spider-Man looks down at the people in New York City and thinks out loud that he bets everyone down there has someone that they are close to. Spider-Man then jokingly says that Bruce the gargoyle is always there for him and then swings away.

Spider-Man mentions that he wishes he had someone prettier to talk to like Felicia Hardy or Mary Jane Watson. However, Spider-Man convinces himself that no woman can commit to a guy that sneaks off to crawl on walls.

As Spider-Man sticks to the wall of a near by building he loses his grip and begins to fall. He is able to grab a ledge on the building before he can hit the ground. Spider-Man wonders what is going on but realizes that his powers are back. As he starts to climb the wall again his powers fade once more and he falls again. However, Spider-Man's life is saved by falling into a dumpster filled with feathers.

Later that night, all the crime lords in New York City meet and Kingpin reports on how well their criminal activities are going. However, a crime lord called Silvermane presses a button that activates wires binding Kingpin to his chair. Kingpin demands to know what is going on and Silvermane answers that Kingpin is losing control of his territory and that it will soon cost the Crime Cartel money. Silvermane also tells Kingpin that the Cartel is losing respect for him.

Kingpin is then easily able to break out of the wires and grabs Silvermane by his jacket. As Kingpin looks at the members of the cartel he asks who it is that is losing respect for him and directly calls out Hammerhead and Owl. Kingpin then tells the crime lords that he has already started an operation to kill Spider-Man and that soon he will be finished.

A short while later, a tiny robot breaks into a prison and enters the cell of the Chameleon. The tiny robot then hands Chameleon his image inducer and  a communicator allowing Alistair Smythe to talk to him. Alistar then greets Chameleon and tells him that a helicopter will land in the main yard in fifteen minutes. As a guard walks by he looks into Chameleon's cell and sees Warden Davis in there and unlocks the cell to let him out. However, Chameleon changes into the guard and is able to lock him in there.

Chameleon then frees Mac GarganQuentin Beck, and Shocker. The three of them then go to a locker room and retrieve their costumes and equipment. Mysterio then released a smoke screen making then invisible before they could be caught by the guards. They approach Rhino's cell and Shocker attempts to blast it open but fails. Chameleon then tells Shocker that he has the keys and unlocks the cell freeing Rhino.

They head to Doctor Octopus' cell and Shocker blasts the shackles on the wall that are holding his mechanical arms in place. The six criminals then ran out to the courtyard where they were fired on by the prison guards. However, a helicopter lands and they got on flying off.

The helicopter then takes them to an abandoned warehouse. Over an intercom, Kingpin welcomes the villains and calls them his Insidious Six. Doctor Octopus then demands to known who he is and what he wants from them. Kingpin answers that he is their new leader and that the six of them are his ultimate weapon.

At that moment Spider-Man appears above their heads on the skylight. Shocker fires a blast at Spider-Man from his gauntlets and Spider-Man jumps out of the way. Spider-Man then clings to the wall and Doctor Octopus attempts to hit him with his mechanical arms. Spider-Man jumps to the ground and Scorpion tackles him. As Spider-Man stands up, Rhino charges at him and when Spider-Man hits the wall he explodes. They look at his body and see that it was really a robot.

However, Rhino believed the real Spider-Man was a robot but was corrected by Doctor Octopus. Kingpin and Smythe then enter the room. Kingpin proposes that they work together. However, Doctor Octopus and Mysterio say that they want to handle Spider-Man on their own. Kingpin then reminds all of them that the last time they worked on their own they all ended up in prison.

Mysterio then agree to join Kingpin's Insidious Six. However, Doctor Octopus replies that he was a scientist and not some thug for hire. However, Kingpin promises Doctor Octopus that he could provide him with the finest laboratory in the world. After hearing this Doctor Octopus decides to join his team and thus the Insidious Six is born.

The next night, Spider-Man spends the entire night searching for the criminals. As morning comes Spider-Man shoots his web at a news stand and uses it to grab a newspaper leaving money to pay for it.

As Spider-Man reads a story about the six escaped criminals, he thinks to himself that even though he has his powers back he has to worry about them now. Spider-Man swings through the city and he says to himself that it is strange that none of the six criminals have committed any crimes yet.

Spider-Man then sticks to the side of a building but his powers start to wane and he falls to the ground. However, he hits awning which slows his fall as he hits the ground. Spider-Man frantically begins to wonder what is happening to his powers.

As Spider-Man runs through Central Park, he remembers that he left his street clothes on a high ledge and with his powers gone is unable to get to them. Spider-Man then realizes that he must hide because it would be far to easy for one of his enemies to grab him.

Spider-Man runs past a clothes line and grabs a blanket to wrap it around him so that he could hide his costume from Aunt May and takes off his mask. As Peter goes inside his house, May sees him and asks where he has been. Peter answers that he went jogging. However, May is confused as to why he would go jogging with a blanket wrapped around him.

Peter goes to his room and takes a nap from, and when he wakes up he climbs up the wall of his room onto the ceiling and discovers that his powers have returned. However, as Peter goes down stairs Aunt May tells him that he has been asleep all day yesterday and all night. Upon hearing this, Peter realizes that he is late for Curt Connors' class and rushes to Empire State University.

At ESU, Connors is giving a lesson on a new type of science called Neogenics, which will allow the scientists to explore and manipulate DNA. Curt continues to tell his class that Neogenics was invinted by Dr. Farley Stillwell and that it is one of the most important achievements of the century.

Curt goes on to say that the Toomes Foundation might be giving Empire State University grant money to continue their research on Neogenics if they can convince them how important Neogenics is. Connors then challenges his students to create an original Neogenics experiment and says that the winner will get the job as his research assistant if the Toomes Grant is awarded to Empire State University.

At that moment, Peter enters Connors' class as it ends. As Peter leaves his class, he is followed by Debra Whitman who jokes about him being late for class. Peter starts to walk off and is stopped by an ESU student named Michael Morbius who thought Peter would be his main competition, but reveals that he no longer feels that he is a threat.

Just then, Felicia Hardy runs up and says hello to Peter. However, Morbius gets between them and he introduces himself to her. Felicia then grabs Peter's hand and walks off with him and asks him to escort her to the opening of Hardy Foundation's new science center. Peter asks if it is a date. Felicia replies that it is and she wants him to come because he is the only one she knows that can explain all the scientific terms to her.

Flash Thompson then complains to Peter about J. Jonah Jameson calling a group of villains the "Spider-Man Six." However, Peter has no idea what he is talking about. Flash then takes out a small telelvision and shows Peter news footage of Spider-Man and five other criminals working together to commit crimes. Peter quickly runs off and changes into his Spider-Man costume.

Moments later, Spider-Man arrives at the scene of the crime and confronts Rhino. However, as Spider-Man leaps out of the way he is attacked by Shocker, Chameleon, and Scorpion. Knowing that he is out matched Spider-Man runs into a parking garage and the doors shut behind him.

A train heads for him but Spider-Man realizes that it is just another one of Mysterio's illusions. Just as Mysterio is about to kill Spider-Man, Doctor Octopus uses his mechanical arms to force open the door and grabs him. As the other five gather around Scorpion steps forward and demands that he be the one to kill Spider-Man. However, Doctor Octopus calls him names. This makes Scorpion angry and he hits Doctor Octopus with his tail.

A fight then ensues between the members of the Insidious Six and during the fight Shocker accidentally fires a blast at Doctor Octopus' arm, which causes Doctor Octopus to lose his grip on Spider-Man. As Spider-Man runs off he attempts to climb a wall to escape but learns that once more his powers are gone.

To defend himself Spider-Man uses his web shooters to shoot a web line at Octopus' mechanical arms. However, without his strength Octopus is able to throw him across the street. As Spider-Man stood up his arm was in pain, he realized that without his strength Octopus was almost able to tear his arm off.

Shocker then fires a sound blast at Spider-Man but he is able to dodge it. As Spider-Man start to run away Scorpion slams his tail against the sidewalk causing it to cave-in. Spider-Man falls into the subway and lands atop a subway train. Doctor Octopus attempts to grab him with his mechanical arms but misses him. Scorpion then chases after the subway train.

However, Scorpion gets on top of the moving subway and sees that Spider-Man has vanished. While not paying attention as the subway travels Scorpion hits a low hanging metal rod and is knocked off the subway. Inside the subway Peter decides that he must find out why he keeps losing his powers.

Later, Peter changes back into his Spider-Man costume and goes to Empire State University to see Curt Connors. Spider-Man tells Curt about his power loss and Curt takes a sample of Spider-Man's DNA. After examining Spider-Man's DNA Connors tells him that his DNA's structure is changing.

Spider-Man asks what he is changing into Curt answers that he doesn't know but he will help him find out. After running some tests Connors discovers that Neogenics was somehow involved in giving him his powers. Connors continues to run tests on Spider-Man and the hero remembers back to when he first got his powers.

On the day he got his powers Peter was watching an early experiment on Neogenics which was being conducted by Dr. Stillwell. Without anybody noticing a tiny spider got into the path of the radioactive beam and then crawled onto Peter's hand and bit him giving him his powers. Connors then finishes his tests on Spider-Man and Spider-Man asks him what is happening to him. Curt answers that he needs to do more tests to be sure, but he thinks that Spider-Man's DNA may have mutated permanently and that for all he knows his powers could be gone.

Later that day at Crime Central, Kingpin communicates with the members of the Insidious Six and orders them to search the city for Spider-Man. The Insidious Six then go their separate ways in search for the wallcrawler.

Just then, a bus drives by them that has Peter inside. As Peter gets off at his stop, he thinks to himself that his life as Spider-Man is over. Peter gets excited because he knows that without the responsibility of being Spider-Man he will have time to study and go on dates. However, Peter thinks this to himself and remembers that he was suppose to meet Felicia. He hurries off.

That night, Scorpion approaches the Parker's house dressed in a trench coat and fedora. Scorpion is then confronted by Doctor Octopus and asks where he is going. Scorpion orders Doctor Octopus to get out of his way and Octopus uses his mechanical arms to grab Scorpion's tail and arms. Scorpion answers that he is going to Peter's house because he always takes photos of Spider-Man for The Daily Bugle and that he plans to follow him until he leads him to Spider-Man. However, Doctor Octopus knows that Scorpion will mess things up so Octopus tells Scorpion to follow him to see how this should be done.

At that moment, Felicia calls May Parker from a pay phone and asked her if she knew where Peter was. May replies that she doesn't know and. Felicia hangs up the phone. Then a thief steals Felicia's purse and runs off. However, the thief is stopped by Morbius and as the police arrive the thief drops the purse and runs off. As Morbius realizes who she is, he asks if she is Peter's girlfriend. Felicia answers that Peter is not her boyfriend and that she isn't even sure she wants to be his friend.

Back at the Parker house, May is in the kitchen cooking dinner. The doorbell rings and she walks to the door to answers it. She Otto Octavius who introduces himself to May telling her that Peter collapsed on the street. Since it was near his clinic and that he took Peter there. May, worried for Peter, asks Octavius to take her to Peter and he agrees.

A short while later, Peter arrives home and notices that May is not there. Peter realizes that something is wrong and thinks to himself that if he still had his spider-sense it would probably be going crazy. Peter enters that kitchen and finds a note saying that if he wants his aunt back he will tell Spider-Man to go to 636 Battery Street immediately. Peter knows that even without his powers he cannot fail his Aunt May and decides to go save her.

Meanwhile at the clinic, May asks Octavius when she can see Peter. He answers that she will be able to see him very soon.

From the security room Smythe, Rhino, Shocker, Chameleon, Mysterio, and Scorpion watch the two on a monitor. As Shocker looks at another monitor he sees Spider-Man and tells the others of his arrival. Shocker is confused as to why Spider-Man is coming to them on foot and thinks that he must have some trick up his sleeve. Just then, Smythe contacts Octavius and he goes to meet the others. Spider-Man then enters the clinic but falls through a trap door leading to the basement.

As Spider-Man looks around, he sees Aunt May lying on a table and starts to walk over to her.

However, Mysterio appears out of a smoke screen and Doctor Octopus, Rhino, Shocker, and Scorpion jump down. May then sits up. However, she is revealed to be the Chameleon who changes into a witch like appearance and asks if he is ready for the end.



"Look at them down there. I bet each one has somebody close. I feel so distant. I have nobody. Except you, of course. You're always here for me. You're rock solid. And best of all you laugh at all my jokes. Bruce your a heck of a guy."


"You dare do this to me?"
"Kingpin, you're losing control of your territory, and soon that's going to cost us all money! The Crime Cartel is losing respect for you."
"Losing respect Silvermane? Who dares defy me now? Owl? Maybe you, Hammerhead? At this very moment I've begun an operation which will exterminate that wallcrawling vermin forever! Spider-Man is finished."

-Kingpin and Silvermane

"The Shocker is alive."
"The Scorpion too. Alive and stinging."

--Shocker and Scorpion

"I can resume my leading role of Mysterio."


"Impressive, but why not try this instead. It's called a key"


"Is it dinner time already."


"Doctor Octopus, I presume."

-Chameleon, referencing Sir Henry Morton Stanley's famous meeting with Doctor David Livingstone

"Welcome Chameleon, Mysterio, Rhino, Scorpion, Shocker, Doctor Octopus. My Insidious Six."
"Your Insidious Six! Who are you? Why have you brought us here?"
"I am your new leader. All of you are my ultimate weapon."
"I ain't nobody's weapon but my own."
"Watch your mouth."
""Ya that's the Kingpin talkin'."
"The Kingpin? No kidding?"

-Kingpin, Doctor Octopus, Scorpion, Shocker, and Rhino

"Ooo. What do you know? All this time Spider-Man was really a robot."
"Neanderthal. That wasn't the real Spider-Man. It was an obvious fake!"

-Rhino and Doctor Octopus

"This is no game, I assure you. It is a demonstration of what is going to happen to the real Spider-Man. First, we will draw him out and then close in around him like a noose."
"Supposing I have a plan of my own?"
"And I might have one too."
"All solo efforts, I presume?"
"He who travels fastest travels alone."
"Look where you all wound up when you worked alone: Prison. Gentlemen, we need each other. With your talents together we're sure to defeat Spider-Man. But you must all agree to follow me."
"The plot seems clever enough. The climax outta be intriguing."

-Kingpin, Doctor Octopus, and Mysterio

"I gotta hide. It'd be to easy for some supervillain to grab me and take my mask off."


"Peter, where have you been."
"Out jogging."
"Wearing a blanket?"

-May Parker and Peter Parker

"Little late huh, Peter. What's the matter? Get wrapped up watching cartoons this morning?"

--Debra Whitman

"Why I thought you would be my main competition Parker. But you would be lucky to make it to the starting line."
"Don't forget, Michael, the tortoise beat the hare."
"In my country, we eat tortoises."

-Michael Morbius and Peter Parker

"Careful Felicia. I don't think he's had his shots."

-Flash Thompson

"I go to sleep for one lousy day and I wake up in The Twilight Zone."


"Hold it horn head! You didn't fill out a withdrawal slip."


"Aren't you a handsome gent."


""at acid Spider-Man!"
"Sorry, I'm on an acid free diet."

-Scorpion and Spider-Man

"Make way for the Scorpion!"
"Back off you pea brained, uncoordinated, absurdly dressed excuse for a man."

-Scorpion and Doctor Octopus

"You were not born with these spider powers were you?"
"No, I won them on a quiz show."
"Amazing! These patterns imply Neogenics is involved. But how could that be?"
"That was the category I chose."

-Curt Connors and Spider-Man

"Now where could an inane, arachnid aberration such as you be going in so much of a hurry?"
"Outta my way Octopus!"
"You didn't say please. Now must I repeat my question?"
"No, I'll tell ya! I'm headed for Peter Parker's house. He's this newspaper photographer always shootin' Spider-Man."
"Parker? Yes I know who he is."
"I figured I'd follow 'em. Maybe he'll lead me to the wall crawler."
"Good plan. Too good for a clod such as yourself. Follow me and see how a master will do it."

-Doctor Octopus and Scorpion

"Why do I think if I still had my spider-sense it'd be going crazy right now?"

-Peter Parker

"Even without my powers, I can't fail her now!"

-Peter Parker

"No more illusions, Spider-Man."


"Oh, you poor dear. Ready for the end?"

-Chameleon as Aunt May



  • The scene at the beginning where Spider-Man remembers Mary Jane talking to him at the end of "The Menace of Mysterio" has different dialogue than the actual episode.
  • Scorpion's inability to get his costume off was a major plot point in "The Sting of the Scorpion" and is referenced in later episodes, yet in prison he appears without it.
  • Shocker is the only one who gets to keep his suit in prison. Additionally, he and Doctor Octopus are the only ones Chameleon refers to by their codenames rather than real names when releasing.


  • First episode of the Neogenic Nightmare series that would last the entire season.
  • When thinking of Felicia, Peter flashes back to his dance with her in "The Spider Slayer".
  • When thinking of Mary Jane, Peter flashes back to walking her to class in "The Menace of Mysterio".
  • Only appearance of Owl.
  • Features the creation of the Insidious Six.
  • First time Doctor Octopus works with Kingpin.
  • Rhino and Shocker showing respect for Kingpin is a reference to working for him in "The Alien Costume, Part One" and "The Alien Costume, Part Two".
  • Spider-Man reads The Post. This paper was referenced in "Venom Returns".
  • The Toomes Foundation and Toomes Grant are references to Vulture's alter ego, who would appear in a cameo in "Ravages of Time" and a full appearance in "Shriek of the Vulture".
  • Curt Connors saying he owes Spider-Man refers to being cured of Lizard in "Night of the Lizard".



This two-part episode is based on Amazing Spider-Man Annual #1. That was the first issue to feature the Sinister Six while Spider-Man was losing his powers. Though that team was made up of Doctor Octopus, Electro, Kraven the Hunter, Mysterio, Sandman, and Vulture and it was Octavius who formed the team.

In the comics the group is actually called the Sinister Six. For some reason, Broadcasting Standards and Practices would not allow the group to be called this so the name was changed, despite the fact that X-Men had prominently featured a character called Mister Sinister.


"Amazing Spidey" of Marvel Animation Age felt that changing the name from Sinister to Insidious was one of the stupidest restrictions placed on the show. He claimed that losing his powers was a great was to build suspense and tease what was to come. He enjoyed the breakout scene as it showed some of his favorite villains coming together. He liked how they had resistance to joining together instead of just teaming up. He stated the ending was great with the cliffhanger.

Comic Book Resources ranked this episode and its follow up as the tenth greatest episode of the series. They noted how the episode took away Spider-Man's powers to show what Peter Parker was really made of. They liked how he was able to keep his cool and work his way through the problem.[1]

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